CONSTELLATION BRANDS, INC. — Director's Dealing 2006

Jul 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2006-07-14

Reporting Person: SANDS RICHARD (Director, Chairman of Board & CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-14	Class B (convertible) Common Stock	$	J	4050000	Disposed		Class A Common Stock (4050000)	Indirect
2006-07-14	Class B (convertible) Common Stock	$	J	1350000	Acquired		Class A Common Stock (1350000)	Indirect
2006-07-14	Class B (convertible) Common Stock	$	J	1350000	Disposed		Class A Common Stock (1350000)	Indirect
2006-07-14	Class B (convertible) Common Stock	$	J	1350000	Acquired		Class A Common Stock (1350000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (4908232)	4908232	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 (147432)	147432	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (1000000)	1000000	Indirect

Footnotes

F1: 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.

F2: Reflects the transfer of an aggregate of 4,050,000 shares of Class B Common Stock previously held by a trust for the benefit of the grandchildren of Marvin Sands (the "Grandchildren's Trust") to each of the Richard Sands Children's Trust, Robert Sands Children's Trust and Laurie Sands Children's Trust in equal amounts of 1,350,000 shares. The reporting person, an adult child of Marvin Sands, serves as co-trustee of the Grandchildren's Trust.

F3: Reflects the acquisition of 1,350,000 shares of Class B Common Stock by the Richard Sands Children's Trust for which the reporting person serves as trustee.

F4: Reflects the disposition of 1,350,000 shares of Class B Common Stock by the Richard Sands Children's Trust for which the reporting person serves as trustee.

F5: Reflects the acquisition of 1,350,000 shares of Class B Common Stock by the Richard Sands Heir's Trust for which the reporting person serves as trustee.

F6: 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.

F7: 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.

F8: 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.

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

F10: These shares are held by a grantor retained annuity trust for which the reporting person serves as trustee.