8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  April 27, 2007

CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-08495	16-0716709
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer    Identification No.)

370 Woodcliff Drive, Suite 300, Fairport, NY      14450
(Address of Principal Executive Offices)	(Zip Code)

                Registrant's telephone number, including area code (585) 218-3600 

         Not Applicable              

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  ITEM 5.02.   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 (e) Compensatory Arrangements of Certain Officers.

At a meeting held on April 27, 2007, the Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Constellation Brands, Inc. (the “Company”) took the following actions with regard to certain compensatory arrangements for certain of the Company’s senior management personnel, including its executive officers.

Adoption of Amendment Number 3 to the Company’s Annual Management Incentive Plan

On April 27, 2007, the Human Resources Committee of the Board of Directors approved Amendment Number 3 to the Company’s Annual Management Incentive Plan (the “Amendment”). The Amendment is effective as of April 27, 2007, and is subject to shareholder approval. The Amendment modifies the Annual Management Incentive Plan (the “Plan”) as follows:

(1)	increases to $5 million the maximum bonus that any Participating Executive (as that term is defined in the Plan) may receive in any fiscal year;
(2)	amends the definitions of “Disability” and “Retirement” as those terms are defined in Annex A of the Plan; and
(3)	amends the definition of “Performance Criteria” as that term is defined in Annex A of the Plan by expanding the list of potential performance measures from which the Committee can select when making awards under the Plan.

A copy of the Amendment as approved by the Committee is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Criteria for 2008 Fiscal Year Incentive Awards

Following approval of Amendment Number 3 to the Company’s Annual Management Incentive Plan (as more fully described above), the Committee adopted the 2008 Fiscal Year Award Program for Executive Officers (the “2008 Program for Executive Officers”), thereby establishing the performance criteria and the targets under the Annual Management Incentive Plan for the Company’s fiscal year ending February 29, 2008. Pursuant to the 2008 Program for Executive Officers, incentive awards for the Company’s 2008 fiscal year will be based on a percentage of base salary, depending upon the participant’s management position, and achieved performance during the plan year.

As only executive officers of the Company participate in the 2008 Program for Executive Officers, performance will be based solely upon achieved Company performance or a combination of achieved Company and division performance for the plan year, with potential

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awards ranging from a minimum of 17.5% to a maximum of 240% of base salaries for executive officers.  Performance targets are based upon:

(1)	“EBIT” (Earnings Before Interest and Taxes), which is equal to the sum of Operating Income plus Equity in Earnings of Equity Method Investees. “EBIT” is measured based on the Company’s performance for the period from March 1, 2007 through February 29, 2008.
(2)	“Free Cash Flow”, which is equal to Net Cash Provided by (Used in) Operating Activities minus Purchases of Property, Plant and Equipment. “Free Cash Flow” is measured based on the Company’s performance for the period from March 1, 2007 through February 29, 2008.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits.
	The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Amendment Number 3 to the Company’s Annual Management Incentive Plan.

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SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CONSTELLATION BRANDS, INC.
Date:     May 2, 2007	By:	/s/ Thomas S. Summer
		Thomas S. Summer, Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
(1)	UNDERWRITING AGREEMENT
	Not Applicable.
(2)	PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
	Not Applicable.
(3)	ARTICLES OF INCORPORATION AND BYLAWS
	Not Applicable.
(4)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
	Not Applicable.
(7)	CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
	Not Applicable.
(14)	CODE OF ETHICS
	Not Applicable.
(16)	LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
	Not Applicable.
(17)	CORRESPONDENCE ON DEPARTURE OF DIRECTOR
	Not Applicable.
(20)	OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
	Not Applicable.

(23)	CONSENTS OF EXPERTS AND COUNSEL
	Not Applicable.

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(24)	POWER OF ATTORNEY
	Not Applicable.
(99)	ADDITIONAL EXHIBITS
(99.1)	Amendment Number 3 to the Company’s Annual Management Incentive Plan.
(100)	XBRL-RELATED DOCUMENTS
	Not Applicable.

EX-99.1

Exhibit 99.1

AMENDMENT NUMBER 3

TO THE

CONSTELLATION BRANDS, INC.

ANNUAL MANAGEMENT INCENTIVE PLAN

This Amendment Number 3 to the Constellation Brands, Inc. Annual Management Incentive Plan (the “Plan”) is adopted pursuant to Section 8 of the Plan by the Human Resources Committee of the Board of Directors of Constellation Brands, Inc. (the “Company”). Capitalized terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Plan and Annex A thereto. This amendment shall become effective as of the date set forth below and is subject to shareholder approval.

1.The first sentence of the third paragraph of Section 3 is amended to replace the reference to “$2 million” with “$5 million”.

2.The definition of “Disability” in Annex A to the Plan is replaced with the following:

“Disability” means, unless the Committee specifies otherwise in a Participant’s Award document, a termination of employment due to the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six months, all as verified by a physician acceptable to, or selected by, the Committee.

3. The definition of “Performance Criteria” in Annex A to the Plan is amended by replacing the reference to “and (m) market share in one or more business segments or product lines” with “(m) market share in one or more business segments or product lines, (n) earnings before interest and taxes, (o) units of specified products sold or depleted, (p) free cash flow, (q) sales growth, (r) capital expenditures, (s) working capital, (t) inventory, (u) cash flow from operations or (v) gross margin”.

4.The definition of “Retirement” in Annex A to the Plan is replaced with the following:

“Retirement” means a termination of employment by an employee who is at least 60 years of age and after at least 10 years of service with the Company. For an individual who becomes employed by the Company in connection with a business acquisition (regardless of the form of the transaction), service shall include the individual’s service with the acquired business, unless the Committee determines otherwise.

In witness whereof, Constellation Brands, Inc. has caused this instrument to be executed as of April 27, 2007.

CONSTELLATION BRANDS, INC.
By:	/s/ L.D. Watson
Name:	L. Denise Watson
Title:	SVP, Global Compensation & Benefits