SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SANDS RICHARD

(Last)

(First)

(Middle)

C/O CONSTELLATION BRANDS, INC.

370 WOODCLIFF DRIVE, SUITE 300

(Street)

FAIRPORT

14450

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ/STZ.B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of Board & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/28/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/27/2006		G	7,150	D	$0	599,706	D
Class A Common Stock							1,433,336	I	Remainder Interest⁽¹⁾
Class A Common Stock							768⁽²⁾	I	by Partnership⁽³⁾
Class A Common Stock							471,608⁽²⁾	I	by Partnership⁽⁴⁾
Class A Common Stock							15,720⁽⁵⁾	I	by Spouse
Class A Common Stock							6,700⁽⁵⁾	I	by Spouse as custodian for daughter under UTMA
Class A Common Stock							6,700⁽⁵⁾	I	by Spouse as custodian for son under UTMA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B (convertible) Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,352,066		5,352,066⁽⁷⁾	D
Class B (convertible) Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	667,368		667,368⁽²⁾	I	by Partnership⁽³⁾
Class B (convertible) Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,431,712		5,431,712⁽²⁾	I	by Partnership⁽⁴⁾
Class B (convertible) Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	147,432		147,432⁽²⁾	I	by Trust⁽⁸⁾
Class B (convertible) Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,350,000		1,350,000⁽⁵⁾	I	by Trust⁽⁹⁾
Class B (convertible) Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	556,166		556,166⁽⁷⁾	I	by GRAT

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. Reflects the change in the form of beneficial ownership of 443,834 shares from indirect to direct. These 443,834 shares, which were previously reported as indirectly owned by the reporting person through a qualified grantor retained annuity trust ("GRAT"), for which the reporting person serves as trustee, were transferred from the GRAT to the reporting person on January 3, 2007 in satisfaction of the annual annuity obligation under the terms of the GRAT.

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

9. Held by the Richard Sands Heir's Trust, for which the reporting person serves as trustee.

Remarks:

	H. Elaine Ziakas For: Richard Sands	04/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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