SEC FORM 4

SEC Form 4

FORM 4

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

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

MILLAR STEPHEN BRIAN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Constellation Wines

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2005

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 Following Reported Transaction(s) (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)	Code	V	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	08/04/2005		M		50,000	A	$11.7	52,296⁽¹⁾	D
Class A Common Stock	08/04/2005		S		50,000	D	$27.4259	2,296⁽¹⁾	D

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)	Code	V	(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)
CHESS Depositary Interests	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	29,122		291,220	I	by Spouse⁽³⁾
CHESS Depositary Interests	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	19,550		195,500	D
Non-Qualified Stock Option (Right to Buy)	$11.7	08/04/2005		M			50,000	⁽⁴⁾	04/08/2013	Class A Common Stock	50,000	$0	100,000	D
Non-Qualified Stock Option (Right to Buy)	$11.7							⁽⁵⁾	04/08/2013	Class A Common Stock	200,000		200,000	D
Incentive Stock Option (Right to Buy)	$15.25							⁽⁶⁾	06/26/2013	Class A Common Stock	31,212		31,212	D
Non-Qualified Stock Option (Right to Buy)	$16.63							⁽⁵⁾	04/06/2014	Class A Common Stock	101,400		101,400	D
Non-Qualified Stock Option (Right to Buy)	$23.02							⁽⁷⁾	12/23/2014	Class A Common Stock	40,000		40,000	D
Non-Qualified Stock Option (Right to Buy)	$27.235							04/07/2009⁽⁸⁾	04/07/2015	Class A Common Stock	64,800		64,800	D

Explanation of Responses:

1. Includes shares of Class A Common Stock acquired in July 2005 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan.

2. The Constellation CHESS Depositary Interests ('CDIs') are issued by CHESS Depositary Nominees Pty Limited and are traded on the Australian Stock Exchange ('ASX') under the symbol 'CBR'. The ratio of CDIs to Class A Common Stock is 10 CDIs for each share of Class A Comon Stock.

3. 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.

4. 50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 8, 2006.

5. 100% of this option has become exercisable.

6. 40% of this option has become exercisable and the remaining 60% will become exercisable in three equal annual installments, beginning on June 26, 2006.

7. 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.

8. 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.

Remarks:

	Stephen B. Millar	08/08/2005
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.