S-3

As filed with the Securities and Exchange Commission on November 24, 1999
                                                   Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

DELAWARE                   CANANDAIGUA BRANDS, INC.                 16-0716709
                         AND ITS SUBSIDIARY GUARANTORS
NEW YORK                  BATAVIA WINE CELLARS, INC.                16-1222994
NEW YORK                CANANDAIGUA WINE COMPANY, INC.              16-1462887
NEW YORK                  CANANDAIGUA EUROPE LIMITED                16-1195581
NEW YORK                     ROBERTS TRADING CORP.                  16-0865491
NEW YORK                      POLYPHENOLICS, INC.                   16-1546354
ENGLAND AND WALES             CANANDAIGUA LIMITED                   98-0198402
NETHERLANDS                     CANANDAIGUA B.V.                    98-0205132
CALIFORNIA                      SIMI WINERY, INC.                   94-2244918
NEW YORK                    SCV-EPI VINEYARDS, INC.                 16-1568478
DELAWARE                  FRANCISCAN VINEYARDS, INC.                94-2602962
CALIFORNIA                      ALLBERRY, INC.                      68-0324763
CALIFORNIA                  CLOUD PEAK CORPORATION                  68-0324762
CALIFORNIA                     M.J. LEWIS CORP.                     94-3065450
CALIFORNIA                  MT. VEEDER CORPORATION                  94-2862667
DELAWARE                      BARTON INCORPORATED                   36-3500366
DELAWARE                      BARTON BRANDS, LTD.                   36-3185921
MARYLAND                      BARTON BEERS, LTD.                    36-2855879
CONNECTICUT            BARTON BRANDS OF CALIFORNIA, INC.            06-1048198
GEORGIA                 BARTON BRANDS OF GEORGIA, INC.              58-1215938
NEW YORK                BARTON DISTILLERS IMPORT CORP.              13-1794441
DELAWARE                 BARTON FINANCIAL CORPORATION               51-0311795
ILLINOIS                      BARTON CANADA, LTD.                   36-4283446
WISCONSIN                 STEVENS POINT BEVERAGE CO.                39-0638900
ILLINOIS                    MONARCH IMPORT COMPANY                  36-3539106
GEORGIA                      THE VIKING DISTILLERY, INC.            58-2183528
- -------                      ---------------------------            ----------
(State or other       (Exact name of registrant as specified          (I.R.S.
jurisdiction of                   in its charter)                    Employer
incorporation or                                                  Identification
organization)                                                           No.)
                           300 WILLOWBROOK OFFICE PARK
                            FAIRPORT, NEW YORK 14450
                                 (716) 218-2169
       (Address, including zip code, and telephone number, including area
               code, of registrants' principal executive offices)


                               ROBERT SANDS, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                            CANANDAIGUA BRANDS, INC.
                           300 WILLOWBROOK OFFICE PARK
                            FAIRPORT, NEW YORK 14450
                                 (716) 218-2169
 (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)







                           ---------------------------
                                    COPY TO:
                             BERNARD S. KRAMER, ESQ.
                             MCDERMOTT, WILL & EMERY
                             227 WEST MONROE STREET
                          CHICAGO, ILLINOIS 60606-5096
                           ---------------------------


                APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
                   TO THE PUBLIC: From time to time after this
                    Registration Statement becomes effective.
                           ---------------------------

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__/

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /__/

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /X/

                            -------------------------

         Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement relates to $300,000,000 of securities
previously registered pursuant to Form S-3 (Registration No. 333-67037), as to
which this Registration Statement constitutes a Post-Effective Amendment. This
Registration Statement is being filed for the purpose of adding certain
subsidiaries of Canandaigua Brands, Inc. as additional registrants hereunder.
The filing fee for the foregoing securities has been previously paid.

                            -------------------------

         THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.

                            -------------------------

================================================================================







                  SUBJECT TO COMPLETION, DATED NOVEMBER 24, 1999

PROSPECTUS

                                  $300,000,000

                            CANANDAIGUA BRANDS, INC.

            DEBT SECURITIES, PREFERRED STOCK AND CLASS A COMMON STOCK

                            -------------------------



         We may sell from time to time for proceeds of up to $300,000,000:

                  o    our debt securities;

                  o    shares of our Preferred Stock, which may be represented
                       by depositary shares;

                  o    shares of our Class A Common Stock; or

                  o    any combination of the foregoing.

         The debt securities may be guaranteed by our subsidiaries identified in
this prospectus.

         We will provide specific terms of the securities which we may offer in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest. Securities may be sold for U.S. dollars,
foreign currency or currency units.

         Our Class A Common Stock is listed on the New York Stock Exchange under
the symbol "CDB".


         SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING ANY SECURITIES.


                  --------------------------------------------


         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   -------------------------------------------



                The date of this prospectus is __________, 1999.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.






                                TABLE OF CONTENTS



         SECTION                                                   PAGE

         About this Prospectus.....................................   i
         Where You Can Find More Information.......................  ii
         Special Note Regarding Forward-Looking
             Statements............................................  ii
         Canandaigua Brands, Inc...................................   1
         The Guarantors............................................   1
         Risk Factors..............................................   1
         Use of Proceeds...........................................   4
         Dividend Policy...........................................   4
         Ratio of Earnings to Fixed Charges........................   4
         Description of Debt Securities............................   5
         Description of Preferred Stock............................   9
         Description of Depositary Shares..........................  10
         Description of Class A Common Stock.......................  13
         Plan of Distribution......................................  14
         Legal Opinions............................................  16
         Experts...................................................  16


                              --------------------




                              ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this process, we may sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $300,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we
offer to sell securities, we will provide a supplement to this prospectus that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update, or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information", below.







                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy reports, statements or
other information at the SEC's public reference rooms in Washington, D.C., New
York, New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from commercial document retrieval services, at the web
site maintained by the SEC at "http://www.sec.gov", and at our own web site at
"http://www.cbrands.com".

         As noted above, we have filed with the SEC a registration statement on
Form S-3 to register the securities. This prospectus is part of that
registration statement and, as permitted by the SEC's rules, does not contain
all the information set forth in the registration statement. For further
information you may refer to the registration statement and to the exhibits and
schedules filed as part of the registration statement. You can review and copy
the registration statement and its exhibits and schedules at the public
reference facilities maintained by the SEC as described above. The registration
statement, including its exhibits and schedules, is also available on SEC's web
site.

         The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file with
the SEC later will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until we sell all of the securities:

         o    Annual Report on Form 10-K for the fiscal year ended February 28,
              1999;

         o    Quarterly Reports on Form 10-Q for the quarterly periods ended
              May 31, 1999 and August 31, 1999; and

         o    Current Reports on Form 8-K filed on March 3, 1999, April 13,
              1999, April 15, 1999, April 23, 1999, April 26, 1999, June 9,
              1999, June 21, 1999, June 23, 1999, August 4, 1999, September 27,
              1999 and October 13, 1999, and on Form 8-K/A filed on June 25,
              1999 and November 23, 1999.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at: Canandaigua Brands, Inc., Attention: David S. Sorce,
Secretary, 300 WillowBrook Office Park, Fairport, New York 14450; telephone
number (716) 218-2169.

         YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION. YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain of the matters discussed in this prospectus or in the
information incorporated by reference may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
information may involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements.





                            CANANDAIGUA BRANDS, INC.

         We are a leading producer and marketer of branded beverage alcohol
products in the United States and the United Kingdom. We market and sell over
175 national and regional branded products to more than 1,000 wholesale
distributors in the United States. We also distribute our own branded products
and those of other companies to more than 16,000 customers in the United
Kingdom. In the United States, we are the second largest importer of beer, the
second largest supplier of wine and the fourth largest supplier of distilled
spirits. We are a leading British producer of cider, wine and bottled water and
a leading beverage alcohol wholesaler in the United Kingdom. We operate more
than 20 production facilities throughout the world and purchase products for
resale from other producers.

         The Company is a Delaware corporation incorporated on December 4, 1972
as the successor to a business founded in 1945. Our executive offices are
located at 300 WillowBrook Office Park, Fairport, New York 14450, and our
telephone number is (716) 218-2169.



                                 THE GUARANTORS

         The guarantors are our following subsidiaries: Allberry, Inc., Barton
Beers, Ltd., Barton Brands of California, Inc., Barton Brands of Georgia, Inc.,
Barton Brands, Ltd., Barton Canada, Ltd., Barton Distillers Import Corp., Barton
Financial Corporation, Barton Incorporated, Batavia Wine Cellars, Inc.,
Canandaigua B.V., Canandaigua Europe Limited, Canandaigua Limited, Canandaigua
Wine Company, Inc., Cloud Peak Corporation, Franciscan Vineyards, Inc., M.J.
Lewis Corp., Monarch Import Company, Mt. Veeder Corporation, Polyphenolics,
Inc., Roberts Trading Corp., SCV-EPI Vineyards, Inc., Simi Winery, Inc., Stevens
Point Beverage Co., and The Viking Distillery, Inc. We directly or indirectly
own all of the stock of the guarantors.

         If so provided in a prospectus supplement, each of the guarantors will
fully and unconditionally guarantee on a joint and several basis our obligations
under the debt securities, subject to certain limitations.



                                  RISK FACTORS

         BEFORE YOU BUY ANY SECURITIES OFFERED BY THIS PROSPECTUS OR A
PROSPECTUS SUPPLEMENT, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS,
INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK
FACTORS, TOGETHER WITH ALL OF THE OTHER INFORMATION IN THIS PROSPECTUS, ANY
PROSPECTUS SUPPLEMENT AND THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE
BEFORE YOU DECIDE TO ACQUIRE ANY SECURITIES.

OUR INDEBTEDNESS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL HEALTH

         We have incurred substantial indebtedness to finance our acquisitions
and we may incur substantial additional indebtedness in the future to finance
further acquisitions. Our ability to satisfy our financial obligations under our
indebtedness outstanding from time to time will depend upon our future operating
performance, which is subject to prevailing economic conditions, levels of
interest rates and financial, business and other factors, many of which are
beyond our control. Therefore, there can be no assurance that our cash flow from
operations will be sufficient to meet all of our debt service requirements and
to fund our capital expenditure requirements.

         Our current and future debt service obligations and covenants could
have important consequences to you if you purchase the securities offered by
this prospectus. Such obligations and covenants include the following:

         o    Our ability to obtain financing for future working capital needs
              or acquisitions or other purposes may be limited;

         o    A significant portion of our cash flow from operations will be
              dedicated to the payment of principal and interest on our
              indebtedness, thereby reducing funds available for operations;




         o    We are subject to restrictive covenants that could limit our
              ability to conduct our business; and

         o    We may be more vulnerable to adverse economic conditions than less
              leveraged competitors and, thus, may be limited in our ability to
              withstand competitive pressures.

         The restrictive covenants included in our bank facility and our
indentures under which debt securities are issued include, among others, those
restricting additional liens, additional borrowing, the sale of assets, the
payment of dividends, transactions with affiliates, the making of investments
and certain other fundamental changes. The bank credit facility also contains
restrictions on acquisitions and certain financial ratio tests including a debt
coverage ratio, a senior debt coverage ratio, a fixed charge ratio and an
interest coverage ratio. These restrictions could limit our ability to conduct
business. A failure to comply with the obligations contained in the bank credit
facility and our indentures could result in an event of default under such
agreements, which could require us to immediately repay the related debt and
also debt under other agreements that may contain cross-acceleration or
cross-default provisions.

OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL

         We have recently made a number of acquisitions and anticipate that we
may, from time to time, acquire additional businesses, assets or securities of
companies which we believe would provide a strategic fit with our business. Any
other acquired business will need to be integrated with our existing operations.
There can be no assurance that we will effectively assimilate the business or
product offerings of acquired companies into our business or product offerings.
Any acquisitions also will be accompanied by risks such as potential exposure to
unknown liabilities of acquired companies, the difficulty and expense of
integrating the operations and personnel of the acquired companies, the
potential disruption to our business, the diversion of management time and
attention, the impairment of relationships with and the possible loss of key
employees and customers of the acquired business, the incurrence of amortization
expenses if any acquisition is accounted for as a purchase. Our failure to
adequately manage the risks associated with any acquisitions could have a
material adverse effect on our financial condition or results of operations.

THE TERMINATION OR NON-RENEWAL OF IMPORTED BEER DISTRIBUTION AGREEMENTS COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

         All of our imported beer products are marketed and sold pursuant to
exclusive distribution agreements with the suppliers of these products which are
subject to renewal from time to time. Our exclusive agreement to distribute
Corona and its other Mexican beer brands in 25 primarily Western states expires
in December 2006 and, subject to compliance with certain performance criteria,
continued retention of personnel and other terms of the agreement, will be
automatically renewed for additional terms of five years. Changes in control of
our company or our subsidiaries involved in importing the Mexican beer brands,
or changes in the chief executive officer of such subsidiaries, may be a basis
for the supplier, unless it consents to such changes, to terminate the
agreement. The supplier's consent to such changes may not be unreasonably
withheld. Prior to their expiration, these agreements may be terminated if we
fail to meet certain performance criteria. We believe that we are currently in
compliance with all of our material imported beer distribution agreements. From
time to time we have failed, and may in the future fail, to satisfy certain
performance criteria in our distribution agreements. It is possible that our
beer distribution agreements may not be renewed or may be terminated prior to
expiration.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A GENERAL DECLINE IN THE CONSUMPTION
OF PRODUCTS WE SELL

         In the United States the overall per capita consumption of beverage
alcohol products by adults (ages 21 and over) has declined substantially over
the past twenty years. These declines have been caused by a variety of factors
including:

         o    increased concern about the health consequences of consuming
              beverage alcohol products and about drinking and driving;

         o    a trend toward a healthier diet including lighter, lower calorie
              beverages such as diet soft drinks, juices and sparkling water
              products;

         o    the increased activity of anti-alcohol consumer groups;




         o    an increase in the minimum drinking age from 18 to 21 in various
              states; and

         o    increased federal and state excise taxes.

INCREASE IN EXCISE TAXES AND GOVERNMENT RESTRICTIONS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS

         In the United States, the federal government and individual states
impose excise taxes on beverage alcohol products in varying amounts which have
been subject to change. Increases in excise taxes on beverage alcohol products,
if enacted, could materially and adversely affect our financial condition or
results of operations. In addition, the beverage alcohol products industry is
subject to extensive regulation by state and federal agencies. The federal
Bureau of Alcohol, Tobacco and Firearms and the various state liquor authorities
regulate such matters as licensing requirements, trade and pricing practices,
permitted and required labeling, advertising and relations with wholesalers and
retailers. In recent years, federal and state regulators have required warning
labels and signage. In the United Kingdom, Matthew Clark carries on its excise
trade under a Customs and Excise License. Licenses are required for all premises
where wine is produced. Matthew Clark holds a license to act as an excise
warehouse operator and registrations have been secured for the production of
cider and bottled water. New or revised regulations or increased licensing fees
and requirements could have a material adverse effect on our financial condition
or results of operations.

WE RELY ON THE PERFORMANCE OF WHOLESALE DISTRIBUTORS FOR THE SUCCESS OF OUR
BUSINESS

         In the United States, we sell our products principally to wholesalers
for resale to retail outlets including grocery stores, package liquor stores,
club and discount stores and restaurants. The replacement or poor performance of
our major wholesalers or our inability to collect accounts receivable from our
major wholesalers could materially and adversely affect our results of
operations and financial condition. Distribution channels for beverage alcohol
products have been characterized in recent years by rapid change, including
consolidations of certain wholesalers. In addition, wholesalers and retailers of
our products offer products which compete directly with our products for retail
shelf space and consumer purchases. Accordingly, there is a risk that these
wholesalers or retailers may give higher priority to products of our
competitors. In the future, our wholesalers and retailers may not continue to
purchase our products or provide our products with adequate levels of
promotional support.

WE GENERALLY DO NOT HAVE LONG-TERM SUPPLY CONTRACTS AND WE ARE SUBJECT TO
SUBSTANTIAL PRICE FLUCTUATIONS FOR GRAPES AND GRAPE-RELATED MATERIALS; WE HAVE A
LIMITED GROUP OF SUPPLIERS OF GLASS BOTTLES

         Our business is heavily dependent upon raw materials, such as grapes,
grape juice concentrate, grains, and alcohol from third-party suppliers, tequila
from Mexico and packaging materials. We could experience raw material supply,
production or shipment difficulties which could adversely affect our ability to
supply goods to our customers. We are also directly affected by increases in the
costs of such raw materials. In the recent past we have experienced dramatic
increases in the cost of grapes. Although we believe we have adequate sources of
grape supplies, in the event demand for certain wine products exceeds
expectations, we could experience shortages. In addition, one of our largest
components of cost of goods sold is that of glass bottles, which have only a
small number of producers. The inability of any of our glass bottle suppliers to
satisfy our requirements could adversely affect our business.

COMPETITION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

         We are in a highly competitive industry and the dollar amount, and unit
volume, of our sales could be negatively affected by our inability to maintain
or increase prices, changes in geographic or product mix, a general decline in
beverage alcohol consumption or the decision of our wholesale customers,
retailers or consumers to purchase competitive products instead of our products.
Wholesaler, retailer and consumer purchasing decisions are influenced by, among
other things, the perceived absolute or relative overall value of our products,
including their quality or pricing, compared to competitive products. Unit
volume and dollar sales could also be affected by pricing, purchasing,
financing, operational, advertising or promotional decisions made by wholesalers
and retailers which could affect their supply of, or consumer demand for, our
products. We could also experience higher than expected selling, general and



administrative expenses if we find it necessary to increase the number of our
personnel or our advertising or promotional expenditures to maintain our
competitive position or for other reasons.

WE ARE CONTROLLED BY THE SANDS FAMILY

         Our outstanding capital stock consists of Class A Common Stock and
Class B Common Stock. Holders of Class A Common Stock are entitled to one vote
per share and are entitled, as a class, to elect one-fourth of the members of
the Board of Directors. Holders of Class B Common Stock are entitled to 10 votes
per share and are entitled, as a class, to elect the remaining directors. As of
August 31, 1999, the Sands family beneficially owned approximately 13% of the
outstanding shares of Class A Common Stock (exclusive of shares of Class A
Common Stock issuable pursuant to the conversion feature of the Class B Common
Stock owned by the Sands family) and approximately 90% of the outstanding shares
of Class B Common Stock. On all matters other than the election of directors,
the Sands family has the ability to vote approximately 65% of the votes entitled
to be cast by holders of our outstanding capital stock, voting as a single
class. Consequently, we are essentially controlled by the Sands family and they
would generally have sufficient voting power to determine the outcome of any
corporate transaction or other matter submitted to our stockholders for
approval.

                                 USE OF PROCEEDS

         Except as we may otherwise set forth in a prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus for working capital and general corporate purposes. Pending such
application of the proceeds, we will invest the proceeds in certificates of
deposit, United States government securities or certain other interest bearing
securities.



                                 DIVIDEND POLICY

         Our policy is to retain all of our earnings to finance the development
and expansion of our business. In addition, the indentures for our outstanding
senior notes, our outstanding senior subordinated notes and our existing bank
credit facility restrict the payment of dividends. Any supplemental indentures
for the debt securities offered by this prospectus may also restrict or prohibit
the payment of dividends.



                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth our historical ratio of earnings to
fixed charges:



                                   For the Six          For the Fiscal         For the Six Month
                                  Months Ended           Years Ended           Transition Period         For the Fiscal Years
                                   August 31,            February 28,          Ended February 29,          Ended August 31,
                                 --------------        ----------------        ------------------         ------------------
                                 1999      1998        1999  1998  1997              1996                  1995        1994
                                 ----      ----        ----  ----  ----              ----                  ----        ----

                                                                                            
Ratio of earnings to fixed
charges(1)(2)..............      2.0x      3.8x        3.2x  3.2x  3.1x              1.7x                  3.3x        1.4x


- -----------------------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" represent income before provision for income taxes plus fixed
charges. "Fixed charges" consist of interest expensed and capitalized,
amortization of debt issuance costs, amortization of discount on debt, and the
portion of rental expense which management believes is representative of the
interest component of lease expense.

(2) The ratio of earnings to combined fixed charges and preferred stock dividend
requirements is the same as the ratio of earnings to fixed charges.






                         DESCRIPTION OF DEBT SECURITIES

         We may offer debt securities under this prospectus, any of which may be
issued as convertible and/or exchangeable debt securities. The following
description of the terms of the debt securities sets forth certain general terms
and provisions of the debt securities to which any prospectus supplement may
relate. We will set forth the particular terms of the debt securities we offer
in a prospectus supplement. The extent, if any, to which the following general
provision apply to particular debt securities, will be described in the
applicable prospectus supplement. The following description of general terms
relating to the debt securities and the Indenture (as defined below) are
summaries only and therefore are not complete. You should read the Indenture and
the prospectus supplement regarding any particular issuance of debt securities.

         The debt securities will represent our unsecured general obligations,
unless otherwise provided in the prospectus supplement. If so provided in a
prospectus supplement, the debt securities will have the benefit of the
guarantees from the guarantors. Our subsidiaries are separate and distinct legal
entities and have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the debt securities or to make any funds available therefor, whether
by dividends, loans or other payments, other than as expressly provided in the
guarantees.

         Our ability to service our indebtedness, including the debt securities,
is dependent primarily upon the receipt of funds from our subsidiaries. The
payment of dividends or the making of loans and advances to us by our
subsidiaries are subject to contractual, statutory or regulatory restrictions,
are contingent upon the earnings of those subsidiaries and are subject to
various business considerations. Further, any right we may have to receive
assets of any of our subsidiaries upon liquidation or recapitalization of any
such subsidiaries (and the consequent right of the holders of debt securities to
participate in those assets) will be subject to the claims of our subsidiaries'
creditors. Even in the event that we are recognized as a creditor of a
subsidiary, our claims would still be subject to any security interest in the
assets of such subsidiary and any indebtedness of such subsidiary senior to our
claim.

         The debt securities will be issued under an Indenture (the "Indenture")
that we have entered into with the guarantors and Harris Trust and Savings Bank,
as trustee (the "Trustee"). A copy of the form of Indenture has been filed as an
exhibit to the Registration Statement of which this prospectus is a part and is
available for inspection at the corporate trust office of the Trustee at 311
West Monroe Street, 12th Floor, Chicago, Illinois 60606, or as described above
under "Where You Can Find More Information." The Indenture is subject to, and is
governed by, the Trust Indenture Act of 1939, as amended.

         Except to the extent set forth in a prospectus supplement, the
Indenture does not contain any covenants or restrictions that afford holders of
the debt securities special protection in the event of a change of control or
highly leveraged transaction.

         The following summary of certain provisions of the debt securities and
the Indenture is not complete. You should read carefully the provisions of
particular debt securities we may issue, the Indenture and the Guarantees, if
any, including the definitions in those documents of certain terms and of those
terms made a part of those documents by the Trust Indenture Act. All capitalized
terms used but not defined below have the meanings set forth in the Indenture.

GENERAL

         The Indenture does not limit the aggregate principal amount of debt
securities which may be issued under it and provides that debt securities may be
issued in one or more series, in such form or forms, with such terms and up to
the aggregate principal amount that we may authorize from time to time. Our
Board of Directors will establish the terms of each series of debt securities
and such terms will be set forth or determined in the manner provided in an
officers' certificate or by a supplemental indenture. The particular terms of
the debt securities offered pursuant to any prospectus supplement will be
described in such prospectus supplement. All debt securities of one series need
not be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of any holder, for issuances of additional debt
securities of that series.




         Unless otherwise provided in the prospectus supplement, debt securities
may be presented for registration of transfer and exchange and for payment or,
if applicable, for conversion and/or exchange at the office of the applicable
Trustee. At our option, the payment of interest may also be made by check mailed
to the address of the person entitled to such payment as it appears in the debt
security register.

         The applicable prospectus supplement will describe the following terms
of any debt securities (the "Offered Debt Securities") in respect of which this
prospectus is being delivered (to the extent applicable to the Offered Debt
Securities):

         o    the designation (including whether they are senior debt
              securities, senior subordinated debt securities or subordinated
              debt securities and whether such debt securities are convertible
              and/or exchangeable) and aggregate principal amount of the Offered
              Debt Securities;

         o    the percentage of the principal amount at which such Offered Debt
              Securities will be issued;

         o    the date or dates (and whether fixed or extendable) on which the
              principal of the Offered Debt Securities is payable or the method
              of determination thereof;

         o    the rate or rates (which may be fixed, floating or adjustable) at
              which the Offered Debt Securities will bear interest, if any, the
              method of calculating such rates, the date or dates from which
              such interest will accrue or the manner of determining such dates,
              the interest payment dates on which such interest shall be payable
              and the record dates for the determination of the holders of debt
              securities to whom interest will be payable;

         o    the place where the principal of, premium, if any, and interest,
              if any, on the Offered Debt Securities will be payable;

         o    any provisions relating to the issuance of the Offered Debt
              Securities at an original issue discount;

         o    the terms and conditions upon which the Offered Debt Securities
              may be redeemed (including the form or method of payment if other
              than in cash, which may include securities of other issuers);

         o    the obligation, if any, that we may have to redeem, purchase or
              repay the Offered Debt Securities pursuant to any mandatory
              redemption, sinking fund or analogous provisions or at the option
              of the holder of any debt securities and the terms and conditions
              of such redemption, purchase or repayment (including the form or
              method of payment if other than in cash, which may include
              securities of other issuers), and any provisions for the
              remarketing of such debt securities;

         o    if other than denominations of $1,000 and any integral multiple
              thereof, the denominations in which the Offered Debt Securities
              shall be issuable;

         o    if other than the principal amount thereof, the portion of the
              principal amount of the Offered Debt Securities which will be
              payable upon declaration of acceleration of the maturity thereof
              or in bankruptcy;

         o    any Events of Default in lieu of or in addition to those described
              in this prospectus and remedies relating to such Events of
              Default;

         o    whether the Offered Debt Securities are convertible or
              exchangeable and, if so, the securities or rights into which they
              are convertible or exchangeable and the terms and conditions upon
              which such conversion or exchange will be effected;

         o    any trustees, authenticating or paying agents, transfer agents or
              registrars or any other agents with respect to the Offered Debt
              Securities;

         o    the currency or currencies, including composite currencies, in
              which the Offered Debt Securities will be denominated if other
              than the currency of the United States of America;

         o    if other than the coin or currency in which the Offered Debt
              Securities are denominated, the coin or currency in which payment
              of the principal of, premium, if any, or interest on the Offered
              Debt Securities will be payable (and the manner in which the
              equivalent of the principal amount thereof in the currency of the
              United States is to be determined for any purpose, including for
              determining the principal amount outstanding);




         o    if the principal of, premium, if any, or interest on the Offered
              Debt Securities will be payable, at our election or the election
              of a holder thereof, in a coin or currency other than that in
              which the Offered Debt Securities are denominated and terms and
              conditions upon which, such election may be made;

         o    if the amount of payments of principal of, premium, if any, and
              interest on the Offered Debt Securities may be determined with
              reference to the value, rate or price of one or more specified
              commodities, currencies or indices, the manner in which such
              amounts shall be determined;

         o    whether and under what circumstances we will pay additional
              amounts on the Offered Debt Securities held by a person who is not
              a United States of America person in respect of any tax,
              assessment or governmental charge withheld or deducted and, if so,
              whether we will have the option to redeem such debt securities
              rather than pay such additional amounts;

         o    if receipt of certain certificates or other documents or
              satisfaction of other conditions will be necessary for any
              purpose, including, without limitation, as a condition to the
              issuance of the Offered Debt Securities in definitive form
              (whether upon original issue or upon exchange of a temporary Debt
              Security), the form and terms of such certificates, documents or
              conditions;

         o    any other affirmative or negative covenants with respect to the
              Offered Debt Securities;

         o    whether the Offered Debt Securities will be issued in whole or in
              part in the form of one or more global securities and, in such
              case, the depositary for such a global security and the
              circumstances under which any global security may be exchanged for
              Offered Debt Securities registered in the name of, and under which
              any transfer of such global security may be registered in the name
              of, any person other than the depositary;

         o    whether the debt securities are defeasible;

         o    whether and the extent that the Offered Debt Securities shall be
              guaranteed by the guarantors and the form of any such Guarantee;
              and

         o    any other specific terms of the Offered Debt Securities.

         Unless otherwise indicated in the prospectus supplement relating to the
debt securities, principal of and any premium or interest on the debt securities
will be payable, and the debt securities will be exchangeable and transfers
thereof will be registrable, at the office of the Trustee at its principal
executive offices. However, at our option, payment of interest may be made by
check mailed to the address of the person entitled thereto as it appears in the
debt security register. Any payment of principal and any premium or interest
required to be made on an interest payment date, redemption date or at maturity
which is not a business day need not be made on such date, but may be made on
the next succeeding business day with the same force and effect as if made on
the applicable date, and no interest shall accrue for the period from and after
such date.

         Unless otherwise indicated in the prospectus supplement relating to
debt securities, the debt securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.

         Debt securities may be issued under the Indenture as Original Issue
Discount Securities (as defined below) to be offered and sold at a substantial
discount from their stated principal amount. In addition, under Treasury
Regulations it is possible that the debt securities which are offered and sold
at their stated principal amount would, under certain circumstances, be treated
as issued at an original issue discount for federal income tax purposes. federal
income tax consequences and other special considerations applicable to any such
Original Issue Discount Securities (or other debt securities treated as issued
at an original issue discount) will be described in the prospectus supplement
relating to such securities. "Original Issue Discount Security" means any debt
security that does not provide for the payment of interest prior to maturity or
which is issued at a price lower than its principal amount and which provides
that upon redemption or acceleration of its stated maturity an amount less than
its principal amount shall become due and payable.




GLOBAL SECURITIES

         The debt securities of a series may be issued in the form of one or
more global securities that will be deposited with a depositary or its nominees
identified in the prospectus supplement relating to the debt securities. In such
a case, one or more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding debt securities of the series to be represented by such global
security or securities.

         Unless and until it is exchanged in whole or in part for debt
securities in definitive registered form, a global security may not be
registered for transfer or exchange except as a whole by the depositary for such
global security to a nominee of the depositary and except in the circumstances
described in the prospectus supplement relating to the Offered Debt Securities.
The specific terms of the depositary arrangement with respect to a series of
debt securities will be described in the prospectus supplement relating to such
series.

GUARANTEES

         In order to enable us to obtain more favorable interest rates and
terms, payment of principal of, premium, if any, and interest on the Offered
Debt Securities, such Offered Debt Securities may (if so specified in the
prospectus supplement) be guaranteed, jointly and severally by all of the
guarantors pursuant to guarantees. Guarantees will not be applicable to or
guarantee our obligations with respect to the conversion of the debt securities
into shares of our other securities. Each guarantee will be an unsecured
obligation of each guarantor issuing such guarantee. The ranking of a guarantee
and the terms of the subordination, if any, will be set forth in the prospectus
supplement.

         The Indenture provides that, in the event any guarantee would
constitute or result in a violation of any applicable fraudulent conveyance or
similar law of any relevant jurisdiction, the liability of the guarantor under
such guarantee will be reduced to the maximum amount (after giving effect to all
other contingent and other liabilities of such guarantor) permissible under the
applicable fraudulent conveyance or similar law.

MODIFICATION OF THE INDENTURE

         We and the Trustee may modify the Indenture with respect to the debt
securities of any series, with or without the consent of the holders of debt
securities, under certain circumstances to be described in a prospectus
supplement.

DEFEASANCE; SATISFACTION AND DISCHARGE

         The prospectus supplement will outline the conditions under which we
may elect to have certain of our obligations under the Indenture discharged and
under which the Indenture obligations will be deemed satisfied.

DEFAULTS AND NOTICE

         The debt securities will contain Events of Default to be specified in
the applicable prospectus supplement, including, without limitation:

         o    failure to pay the principal of, or premium, if any, on any debt
              security of such series when due and payable (whether at maturity,
              by call for redemption, through any mandatory sinking fund, by
              redemption at the option of the holder, by declaration or
              acceleration or otherwise);

         o    failure to make a payment of any interest on any debt security of
              such series when due;

         o    our, or any guarantor's, failure to perform or observe any other
              covenants or agreements in the Indenture or in the debt securities
              of such series;

         o    certain events of bankruptcy, insolvency or reorganization of us
              or any guarantor;

         o    any guarantee in respect of such series of debt securities shall
              for any reason cease to be, or be asserted in writing by any
              guarantor thereof or us not to be, in full force and effect, and
              enforceable in accordance with its terms; and




         o    certain cross defaults.

         If an Event of Default with respect to debt securities of any series
shall occur and be continuing, the Trustee or the holders of not less than 25%
in aggregate principal amount of the then outstanding debt securities of such
series may declare the principal amount (or, if the debt securities of such
series are issued at an original issue discount, such portion of the principal
amount as may be specified in the terms of the debt securities of such series)
of all debt securities of such series and/or such other amount or amounts as the
debt securities or supplemental indenture with respect to such series may
provide, to be due and payable immediately.

         The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default, give to holders of debt securities of any series notice
of all uncured defaults with respect to such series known to it. However, in the
case of a default that results from the failure to make any payment of the
principal of, premium, if any, or interest on the debt securities of any series,
or in the payment of any mandatory sinking fund installment with respect to debt
securities of such series, the Trustee may withhold such notice if it in good
faith determines that the withholding of such notice is in the interest of the
holders of debt securities of such series.

         The Indenture contains a provision entitling the Trustee to be
indemnified by holders of debt securities before proceeding to exercise any
trust or power under the Indenture at the request of such holders. The Indenture
provides that the holders of a majority in aggregate principal amount of the
then outstanding debt securities of any series may direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee, or
of exercising any trust or power conferred upon the Trustee with respect to the
debt securities of such series. However, the Trustee may decline to follow any
such direction if, among other reasons, the Trustee determines in good faith
that the actions or proceedings as directed may not lawfully be taken, would
involve the Trustee in personal liability or would be unduly prejudicial to the
holders of the debt securities of such series not joining in such direction.

         The right of a holder to institute a proceeding with respect to the
Indenture is subject to certain conditions including, that the holders of a
majority in aggregate principal amount of the debt securities of such series
then outstanding make a written request upon the Trustee to exercise its power
under the Indenture, indemnify the Trustee and afford the Trustee reasonable
opportunity to act. Even so, the holder has an absolute right to receipt of the
principal of, premium, if any, and interest when due, to require conversion or
exchange of debt securities if the Indenture provides for convertibility or
exchangeability at the option of the holder and to institute suit for the
enforcement of such rights.

CONCERNING THE TRUSTEES

         The prospectus supplement with respect to particular debt securities
will describe any relationship that we may have with the Trustee for such debt
securities.

REPORTS TO HOLDERS OF DEBT  SECURITIES

         We intend to furnish to holders of debt securities all quarterly and
annual reports which we furnish to holders of our Common Stock.



                         DESCRIPTION OF PREFERRED STOCK

         Our Board of Directors is authorized to issue in one or more series,
without stockholder approval, up to a maximum of 1,000,000 shares of Preferred
Stock. The shares can be issued with such designations, preferences,
qualifications, privileges, limitations, restrictions, options, voting powers
(full or limited), conversion or exchange rights and other special or relative
rights as the Board of Directors shall from time to time fix by resolution.
Thus, without stockholder approval, our Board of Directors could authorize the
issuance of Preferred Stock with voting, conversion and other rights that could
dilute the voting power and other rights of holders of our common stock. The
prospectus supplement relating to a series of Preferred Stock will set forth the
dividend, voting, conversion, exchange, repurchase and redemption rights, if



applicable, the liquidation preference, and other specific terms of such series
of the Preferred Stock. We currently have no shares of Preferred Stock
outstanding. Prior to the issuance of any series of Preferred Stock, we must
obtain consent of the administrative agent of our bank credit facility.

         The applicable prospectus supplement will describe the following terms
of any Preferred Stock in respect of which this prospectus is being delivered
(to the extent applicable to such Preferred Stock):

         o    the specific designation, number of shares, seniority and purchase
              price;

         o    any liquidation preference per share;

         o    any date of maturity;

         o    any redemption, repayment or sinking fund provisions;

         o    any dividend rate or rates and the dates on which any such
              dividends will be payable (or the method by which such rates or
              dates will be determined);

         o    any voting rights;

         o    if other than the currency of the United States of America, the
              currency or currencies (including composite currencies) in which
              such Preferred Stock is denominated and/or in which payments will
              or may be payable;

         o    the method by which amounts in respect of such Preferred Stock may
              be calculated and any commodities, currencies or indices, or
              value, rate or price, relevant to such calculation;

         o    whether the Preferred Stock is convertible or exchangeable and, if
              so, the securities or rights into which it is convertible or
              exchangeable, and the terms and conditions upon which such
              conversions or exchanges will be effected;

         o    the place or places where dividends and other payments on the
              Preferred Stock will be payable; and

         o    any additional voting, dividend, liquidation, redemption and other
              rights, preferences, privileges, limitations and restrictions.

         As described under "Description of Depositary Shares" below we may, at
our option, elect to offer depositary shares evidenced by depositary receipts,
each representing an interest (to be specified in the prospectus supplement
relating to the particular series of the Preferred Stock) in a share of the
particular series of the Preferred Stock issued and deposited with a depositary.

         All shares of Preferred Stock offered by this prospectus, or issuable
upon conversion, exchange or exercise of securities, will, when issued, be fully
paid and non-assessable.



                        DESCRIPTION OF DEPOSITARY SHARES

         The description set forth below and in any prospectus supplement of
certain provisions of the deposit agreement and of the depositary shares and
depositary receipts is not complete. You should carefully review the prospectus
supplement and the form of deposit agreement and form of depositary receipts
relating to each series of the Preferred Stock.




GENERAL

         We may, at our option, elect to have shares of Preferred Stock be
represented by depositary shares. The shares of any series of the Preferred
Stock underlying the depositary shares will be deposited under a separate
deposit agreement that we will enter with a bank or trust company having its
principal office in the United States and a combined capital and surplus of at
least $50,000,000. Such bank will be considered the depositary. The prospectus
supplement relating to a series of depositary shares will set forth the name and
address of the depositary. Subject to the terms of the deposit agreement, each
owner of a depositary share will be entitled, in proportion to the applicable
interest in the number of shares of Preferred Stock underlying such depositary
share, to all the rights and preferences of the Preferred Stock underlying such
depositary share (including dividend, voting, redemption, conversion, exchange
and liquidation rights).

         The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement, each of which will represent the applicable
interest in a number of shares of a particular series of the Preferred Stock
described in the applicable prospectus supplement.

         Unless otherwise specified in the prospectus supplement, a holder of
depositary shares is not entitled to receive the shares of Preferred Stock
underlying the depositary shares.

         If required by law or applicable securities exchange rules, engraved
depositary receipts will be prepared. Pending their preparation, the depositary
may, upon our written order, issue temporary depositary receipts substantially
identical to the definitive depositary receipts. Definitive depositary receipts
will thereafter be prepared without unreasonable delay.

DIVIDENDS AND OTHER DISTRIBUTIONS

         The depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of depositary shares representing such Preferred Stock in proportion to the
numbers of such depositary shares owned by such holders on the relevant record
date.

         In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled to such property, as nearly as practicable, in proportion to the number
of depositary shares owned by such holder. However, if the depositary determines
that it is not feasible to make such distribution, it may, with our approval,
sell such property and distribute the net proceeds from such sale to such
holders.

         The deposit agreement also contains provisions relating to the manner
in which any subscription or similar rights we offer to holders of Preferred
Stock shall be made available to holders of depositary shares.

CONVERSION AND EXCHANGE

         If any Preferred Stock underlying the depositary shares is subject to
provisions relating to its conversion or exchange as set forth in the prospectus
supplement relating thereto, each record holder of depositary shares will have
the right or obligation to convert or exchange such depositary shares pursuant
to its terms.

REDEMPTION OF DEPOSITARY SHARES

         If a series of Preferred Stock underlying the depositary shares is
subject to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from the redemption, in whole or in part,
of the series of Preferred Stock held by the depositary. The redemption price
per depositary share will be equal to the aggregate redemption price payable
with respect to the number of shares of Preferred Stock underlying the
depositary shares. Whenever we redeem Preferred Stock from the depositary, the
depositary will redeem as of the same redemption date a proportionate number of
depositary shares representing the shares of Preferred Stock that were redeemed.
If less than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected by lot or pro rata as we may determine.




         After the date fixed for redemption, the depositary shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price payable upon such redemption. Any funds we deposit with the
depositary for any depositary shares which the holders fail to redeem will be
returned to us after a period of two years from the date we deposit such funds.

VOTING

         Upon receipt of notice of any meeting or action in lieu of any meeting
at which the holders of any shares of Preferred Stock underlying the depositary
shares are entitled to vote, the depositary will mail the information contained
in such notice to the record holders of the depositary shares relating to such
Preferred Stock. Each record holder of such depositary shares on the record date
(which will be the same date for the Preferred Stock) will be entitled to
instruct the depositary as to the exercise of the voting rights pertaining to
the number of shares of Preferred Stock underlying such holder's depositary
shares. The depositary will endeavor, as practicable, to vote the number of
shares of Preferred Stock underlying such depositary shares in accordance with
such instructions, and we will agree to take all action which may be deemed
necessary by the depositary in order to enable the depositary to do so.

AMENDMENT OF THE DEPOSIT AGREEMENT

         The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of depositary shares will
not be effective unless such amendment has been approved by at least a majority
of the depositary shares then outstanding.

CHARGES OF DEPOSITARY

         We will pay all transfer and other taxes and governmental charges that
arise solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the
Preferred Stock and any exchange or redemption of the Preferred Stock. Holders
of depositary shares will pay all other transfer and other taxes and
governmental charges, and, in addition, such other charges as are expressly
provided in the deposit agreement to be for their accounts.

MISCELLANEOUS

         We, or at our option, the depositary, will forward to the holders of
depositary shares all of our reports and communications which we are required to
furnish to the holders of Preferred Stock.

         Neither we nor the depositary will be liable if we or it is prevented
or delayed by law or any circumstances beyond our or its control in performing
our or its obligations under the deposit agreement. Our obligations and the
depositary's obligations under the deposit agreement will be limited to
performance in good faith and neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding in respect of any depositary share or
Preferred Stock unless satisfactory indemnity has been furnished. Both we and
the depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting Preferred Stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT

         The depositary may resign at any time by delivering notice to us of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. We will appoint a successor
depositary within 60 days after delivery of the notice of resignation or
removal. We may terminate the deposit agreement or it may be terminated by the
depositary if a period of 90 days expires after the depositary has delivered
written notice to us of its election to resign and we have not appointed a
successor depositary. Upon termination of the deposit agreement, the depositary
will discontinue the transfer of depositary receipts, will suspend the
distribution of dividends to the holders of depositary receipts, and will not



give any further notices (other than notice of such termination) or perform any
further acts under the deposit agreement except that the depositary will
continue to deliver Preferred Stock certificates, together with dividends and
distributions and the net proceeds of any sales of rights, preferences,
privileges or other property in exchange for depositary receipts surrendered.
Upon our request, the depositary will deliver to us all books, records,
certificates evidencing Preferred Stock, depositary receipts and other documents
relating to the subject matter of the deposit agreement.



                       DESCRIPTION OF CLASS A COMMON STOCK

         If we offer shares of Class A Common Stock, the prospectus supplement
will set forth the number of shares offered, the public offering price,
information regarding our dividend history and Class A Common Stock prices as
reflected on the New York Stock Exchange, including a recent reported last sale
price of the Class A Common Stock.

         Our authorized common stock consists of 140,000,000 shares, of which
120,000,000 shares are Class A Common Stock, par value $.01 per share, and
20,000,000 shares are Class B Common Stock, par value $.01 per share. At August
31, 1999, we had 14,879,274 shares of Class A Common Stock outstanding and held
of record by 972 stockholders, and 3,170,799 shares of Class B Common Stock
outstanding and held of record by 285 stockholders. In addition, at August 31,
1999, options to purchase an aggregate of 2,825,370 shares of Class A Common
Stock were outstanding.

         All shares of Class A Common Stock and Class B Common Stock currently
outstanding are, and the shares of Class A Common Stock offered hereby will be,
validly issued and fully paid and non-assessable, not subject to redemption
(except as described below) and without preemptive or other rights to subscribe
for or purchase any proportionate part of any new or additional issues of stock
of any class or of securities convertible into stock of any class.

         The following descriptions of our Class A Common Stock and certain
provisions of our Restated Certificate of Incorporation and Amended and Restated
By-Laws are summaries and are not complete. You should carefully review the
provisions of our Certificate of Incorporation and By-Laws and appropriate
provisions of the Delaware General Corporation Law.

GENERAL

         The rights of holders of Class A Common Stock and Class B Common Stock
are identical except for voting, dividends and conversion rights.

VOTING

         Holders of Class A Common Stock are entitled to one vote per share and
holders of Class B Common Stock are entitled to ten votes per share. Holders of
Class A Common Stock, voting as a class, are entitled to elect at least
one-fourth of the members of our Board of Directors to be elected at a meeting
of stockholders, and holders of Class B Common Stock, voting as a class, are
entitled to elect the remaining directors. If the number of outstanding shares
of Class B Common Stock is less than 12 1/2% of the aggregate number of
outstanding shares of Class A Common Stock and Class B Common Stock, the holders
of Class A Common Stock will become entitled to elect at least one-fourth of the
directors voting as a class and to elect the remaining directors voting together
as a single class with holders of Class B Common Stock, provided that the
holders of Class A Common Stock shall have one vote per share and the holders of
Class B Common Stock shall have 10 votes per share.

         On all other matters submitted to a vote of the stockholders, the
holders of Class A Common Stock and Class B Common Stock vote together as a
single class, except where a separate class vote is required under Delaware law.




DIVIDENDS

         If we pay a cash dividend on Class B Common Stock, each share of Class
A Common Stock will receive an amount at least 10% greater than the amount of
the cash dividend per share paid on Class B Common Stock. In addition, our Board
of Directors may declare and pay a dividend on Class A Common Stock without
paying any dividend on Class B Common Stock. The indentures for our outstanding
senior subordinated notes and our existing bank credit facility restrict the
payment of dividends. In addition, any supplemental indentures for the debt
securities may restrict or prohibit the payment of dividends.

CONVERSION

         Each share of Class B Common Stock is convertible into one fully paid
and non-assessable share of Class A Common Stock at the option of the holder at
any time. The shares of Class A Common Stock are not convertible into or
exchangeable for shares of Class B Common Stock or any of our other securities.

OTHER PROVISIONS

         Holders of Class A Common Stock and Class B Common Stock are entitled
to share pro rata in the distribution of our assets available for such purpose
in the event of our liquidation, dissolution or winding up, after payment of, or
provision for, creditors and distribution of, or provision for, preferential
amounts and unpaid accumulated dividends to holders of Preferred Stock, if any.
Holders of Class A Common Stock and Class B Common Stock have no preemptive
rights to subscribe for any additional securities of any class which we may
issue, and there are no redemption provisions or sinking fund provisions
applicable to any such classes, nor is the Class A Common Stock and Class B
Common Stock subject to calls or assessments.

CERTAIN STATUTORY PROVISIONS

         We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 prohibits a publicly held Delaware corporation from engaging in any
"business combination" with any "interested stockholder" for a period of three
years following the time that such person became an interested stockholder,
unless

         o    prior to the time of the business combination, the transaction is
              approved by the board of directors of the corporation;

         o    upon consummation of the transaction which resulted in the
              stockholder becoming an interested stockholder, the interested
              stockholder owns at least 85% of the outstanding voting stock; or

         o    at or subsequent to such time the business combination is approved
              by the board of directors and authorized at a meeting of the
              corporation's stockholders by the affirmative vote of at least 66
              2/3% of the outstanding voting stock that is not owned by the
              interested stockholder.

For purposes of Section 203, a "business combination" includes a merger, assets
sale or other transaction resulting in a financial benefit to the interested
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock.



                              PLAN OF DISTRIBUTION

         We may sell securities on a negotiated or competitive bid basis to or
through one or more underwriters or dealers. We may also sell securities
directly to institutional investors or other purchasers or through agents. Any
underwriter, dealer or agent involved in the offer and sale of securities, and
any applicable commissions, discounts and other items constituting compensation
to such underwriters, dealers or agents, will be set forth in the prospectus
supplement.




         We may effect distribution of securities from time to time in one or
more transactions at a fixed price or prices (which may be changed) or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.

         Unless otherwise indicated in a prospectus supplement, the obligations
of any underwriters to purchase securities will be subject to certain conditions
and the underwriters will be obligated to purchase all of the applicable
securities if any are purchased. If a dealer is used in a sale, we may sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of
resale.

         We or our agents may solicit offers to purchase securities from time to
time. Unless otherwise indicated in a prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.

         In connection with the sale of securities, underwriters or agents may
receive compensation (in the form of discounts, concessions or commissions) from
us or from purchasers of securities for whom they may act as agents.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
securities may be deemed to be underwriters as that term is defined in the
Securities Act, and any discounts or commissions received by them from us and
any profits on the resale of the securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
us will be described, in the related prospectus supplement.

         Underwriters, dealers and agents may be entitled, under agreements with
us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.

         If so indicated in the prospectus supplement, we will authorize agents
and underwriters to solicit offers by certain specified institutions to purchase
securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Institutions with whom such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to our approval. Such contracts
will be subject only to those conditions set forth in the prospectus supplement
and the prospectus supplement will set forth the commission payable for
solicitation of such contracts. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the securities
shall not be prohibited at the time of delivery under the laws of the
jurisdiction to which the purchaser is subject. The underwriters and other
agents will not have any responsibility in respect of the validity or
performance of such contracts.

         Certain of the underwriters or agents and their associates may engage
in transactions with and perform services for us or our affiliates in the
ordinary course of their respective businesses.

         The securities may or may not be listed on a national securities
exchange or traded in the over-the-counter market (other than the Class A Common
Stock, which is listed on the New York Stock Exchange). No assurance can be
given as to the liquidity of the trading market for any such securities.

         If underwriters or dealers are used in the sale, until the distribution
of the securities is completed, SEC rules may limit the ability of any such
underwriters and selling group members to bid for and purchase the securities.
As an exception to these rules, representatives of any underwriters are
permitted to engage in certain transactions that stabilize the price of the
securities. Such transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the securities. If the
underwriters create a short position in the securities in connection with the
offerings (i.e., if they sell more securities than are set forth on the cover
page of the prospectus supplement) the representatives of the underwriters may
reduce that short position by purchasing securities in the open market. The
representatives of the underwriters may also elect to reduce any short position
by exercising all or part of any over-allotment option described in the
prospectus supplement. The representatives of the underwriters may also impose a
penalty bid on certain underwriters and selling group members. This means that
if the representatives purchase securities in the open market to reduce the
underwriters' short position or to stabilize the price of the securities, they



may reclaim the amount of the selling concession from the underwriters and
selling group members who sold those shares as part of the offering. In general,
purchases of a security for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than it might be in
the absence of such purchases. The imposition of a penalty bid might also have
an effect on the price of the securities to the extent that it discourages
resales of the securities. We make no representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the securities. In addition, the representatives of any
underwriters may determine not to engage in such transactions or that such
transactions, once commenced, may be discontinued without notice.



                                 LEGAL OPINIONS

         McDermott, Will & Emery, Chicago, Illinois, will pass upon the legality
of the securities offered by this prospectus.



                                     EXPERTS

         The audited consolidated financial statements incorporated by reference
in this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.

         The statement of assets and liabilities related to the product lines
sold to Canandaigua Brands, Inc. as of April 9, 1999 and the related statement
of identified income and expenses for the year ended December 31, 1998, have
been incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.








YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT, INCORPORATED
BY REFERENCE OR PROVIDED IN A PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THESE DOCUMENTS. THIS PROSPECTUS IS NOT
AN OFFER TO SELL SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.




                              --------------------




                                  $300,000,000





                            CANANDAIGUA BRANDS, INC.



                                   SECURITIES

                              --------------------

                                   PROSPECTUS

                              --------------------











                               __________ __, 1999






                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the estimated fees and expenses payable
by the Company in connection with the issuance and distribution of the
Securities being registered:

              SEC registration fee*............................. $ 83,400
              Printing expenses.................................  175,000
              Fees and expenses of counsel......................  100,000
              Fees and expenses of accountants..................  100,000
              Trustees fees and expenses........................   10,000
              Rating agency fees................................   75,000
              Blue sky fees and expenses........................   20,000
              Miscellaneous.....................................   36,600
                                                                  -------
                   Total........................................ $600,000
                                                                 ========

              * Previously paid

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law (Section 102) allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Restated Certificate of
Incorporation contains a provision which eliminates directors' personal
liability as set forth above.

         The Delaware General Corporation Law (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes the Company to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other right to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or otherwise.

         The Company's Restated Certificate of Incorporation provides for
indemnification to the fullest extent authorized by Section 145 of the Delaware
General Corporation Law for directors, officers and employees of the Company and
also to persons who are serving at the request of the Company as directors,
officers or employees of other corporations (including subsidiaries); provided
that, with respect to proceedings initiated by such indemnitee, indemnification
shall be provided only if such proceedings were authorized by the Board of
Directors. This right of indemnification is not exclusive of any other right
which any person may acquire under any statute, bylaw, agreement, contract, vote
of stockholders or otherwise.

         The Company maintains a directors' and officers' liability insurance
and corporate reimbursement policy insuring directors and officers against loss
arising from claims made arising out of the performance of their duties.








ITEM 16.  EXHIBITS

EXHIBIT
NUMBER        DESCRIPTION OF EXHIBIT


1             Forms of Underwriting Agreement (to be filed under subsequent Form
              8-K)
4.1           Form of Indenture (Filed as Exhibit 1.1 to the Registrant's
              Current Report on Form 8-K dated February 25, 1999 and
              incorporated herein by reference)
4.2           Supplemental Indenture No. 3 dated August 6, 1999 by and among the
              Registrants and Harris Trust and Savings Bank (Filed as Exhibit
              4.20 to the Registrant's Quarterly Report on Form 10-Q for the
              quarterly period ended August 31, 1999 and incorporated herein by
              reference)
5             Opinion of McDermott, Will & Emery
12            Computation of Ratio of Earnings to Fixed Charges
23.1          Consent of Arthur Andersen LLP
23.2          Consent of KPMG LLP
23.3          Consent of McDermott, Will & Emery (included as part of Exhibit 5)
24            Powers of Attorney (included on the signature pages of the
              Registration Statement and this Post-Effective Amendment)
25            Statement of Eligibility of Trustee on Form T-1



ITEM 17.  UNDERTAKINGS.

         1. (a) The undersigned registrants hereby undertake to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that subparagraphs (a)(i) and (a)(ii) do not apply to the
extent that the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the registrants pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement.

         (b) The undersigned registrants hereby undertake that, for the purpose
of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the



securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) The registrants hereby undertake to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

         2. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the registrants is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

         4. The undersigned registrants hereby undertake that for purposes of
determining any liability under the Securities Act, (i) the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
registrants pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective, and (ii) each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         5. The undersigned registrants hereby undertake to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Canandaigua Brands, Inc.



                                  By:  /s/ Richard E. Sands
                                     ------------------------------------------
                                           Richard E. Sands
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Brands, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




                SIGNATURE                                     TITLE                                         DATE
                ---------                                     -----                                         ----

                                                                                                 
          /s Richard E. Sands
- -----------------------------------------   President, Chief Executive Officer and a                   November 24, 1999
             Richard E. Sands               Director (Principal Executive Officer)

         /s/ Robert S. Sands
- -----------------------------------------   Executive Vice President, General Counsel                  November 24, 1999
             Robert S. Sands                and a Director

         /s/ Thomas S. Summer
- -----------------------------------------   Senior Vice President and Chief Financial                  November 24, 1999
             Thomas S. Summer               Officer (Principal Financial Officer and
                                            Principal Accounting Officer)

       /s/ Thomas C. McDermott
- -----------------------------------------   Director                                                   November 24, 1999
           Thomas C. McDermott




       /s/ James A. Locke, III
- -----------------------------------------   Director                                                   November 24, 1999
           James A. Locke, III

          /s/ Paul L. Smith
- -----------------------------------------   Director                                                   November 24, 1999
              Paul L. Smith

          /s/ George Bresler
- -----------------------------------------   Director                                                   November 24, 1999
              George Bresler









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Batavia Wine Cellars, Inc.


                                  By:  /s/ Ned Cooper
                                     ------------------------------------------
                                           Ned Cooper, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Batavia Wine Cellars, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----
                                                                                                    
             /s/ Ned Cooper
- -----------------------------------------     President (Principal Executive Officer)                     November 24, 1999
                 Ned Cooper

          /s/ Thomas S. Summer
- -----------------------------------------     Treasurer (Principal Financial Officer and                  November 24, 1999
              Thomas S. Summer                Principal Accounting Officer)

          /s/ Richard E. Sands
- -----------------------------------------     Vice President and a Director                               November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -----------------------------------------     Secretary and a Director                                    November 24, 1999
              Robert S. Sands







                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  Barton Incorporated


                                  By:  /s/ Alexander L. Berk
                                     ------------------------------------------
                                           Alexander L. Berk
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Incorporated) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                SIGNATURE                                         TITLE                                          DATE
                ---------                                         -----                                          ----

                                                                                                     
        /s/ Alexander L. Berk
- -----------------------------------------   President, Chief Executive Officer and a                       November 24, 1999
            Alexander L. Berk               Director (Principal Executive Officer)

        /s/ Raymond E. Powers
- -----------------------------------------   Executive Vice President, Treasurer, Assistant                 November 24 , 1999
            Raymond E. Powers               Secretary and a Director (Principal Financial
                                            Officer and Principal Accounting Officer)
         /s/ Edward L. Golden
- -----------------------------------------   Vice President and a Director                                  November 24 , 1999
             Edward L. Golden

         /s/ Richard E. Sands
- -----------------------------------------   Vice President and a Director                                  November 24, 1999
             Richard E. Sands

         /s/ Robert S. Sands
- -----------------------------------------   Vice President and a Director                                  November 24, 1999
             Robert S. Sands

        /s/ William F. Hackett
- -----------------------------------------   Director                                                       November 24, 1999
            William F. Hackett









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                   Barton Brands, Ltd.


                                  By:  /s/ Edward L. Golden
                                     ------------------------------------------
                                           Edward L. Golden, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Brands, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
          /s/ Edward L. Golden
- -----------------------------------------     President and a Director (Principal                        November 24, 1999
              Edward L. Golden                Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                       November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

         /s/ Alexander L. Berk
- -----------------------------------------     Executive Vice President and a Director                    November 24, 1999
             Alexander L. Berk








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  Barton Beers, Ltd.


                                  By:  /s/ Richard E. Sands
                                     ------------------------------------------
                                           Richard E. Sands,
                                           Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Beers, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
          /s/ Richard E. Sands
- -----------------------------------------     Chief Executive Officer and a Director                      November 24, 1999
              Richard E. Sands                (Principal Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

         /s/ Alexander L. Berk
- -----------------------------------------     Executive Vice President and a Director                     November 24, 1999
             Alexander L. Berk

         /s/ William F. Hackett
- -----------------------------------------     President and a Director                                    November 24, 1999
             William F. Hackett










                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                   Barton Brands of California, Inc.



                                  By:  /s/ Alexander L. Berk
                                     ------------------------------------------
                                           Alexander L. Berk, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Brands of California Inc.) to sign any or all
amendments (including post-effective amendments and any registration statement
filed pursuant to Rule 462(b)) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
         /s/ Alexander L. Berk
- -----------------------------------------     President and a Director  (Principal                       November 24, 1999
             Alexander L. Berk                Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                       November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Edward L. Golden
- -----------------------------------------     Vice President and a Director                              November 24, 1999
              Edward L. Golden











                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                   Barton Brands of Georgia, Inc.



                                  By:  /s/ Alexander L. Berk
                                     ------------------------------------------
                                           Alexander L. Berk, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Brands of Georgia, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
         /s/ Alexander L. Berk
- -----------------------------------------     President and a Director (Principal                         November 24, 1999
             Alexander L. Berk                Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Edward L. Golden
- -----------------------------------------     Vice President and a Director                               November 24, 1999
              Edward L. Golden










                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                   Barton Distillers Import Corp.



                                  By:  /s/ Alexander L. Berk
                                     ------------------------------------------
                                           Alexander L. Berk, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Distillers Import Corp.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
         /s/ Alexander L. Berk
- -----------------------------------------     President and a Director (Principal                         November 24, 1999
             Alexander L. Berk                Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Edward L. Golden
- -----------------------------------------     Director                                                    November 24, 1999
              Edward L. Golden










                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  Barton Financial Corporation



                                  By:  /s/ Raymond E. Powers
                                     ------------------------------------------
                                           Raymond E. Powers, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Financial Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                     
         /s/ Raymond E. Powers
- -----------------------------------------     President, Secretary and a Director                         November 24, 1999
             Raymond E. Powers                (Principal Executive Officer)

         /s/ Charles T. Schlau
- -----------------------------------------     Treasurer and a Director                                    November 24, 1999
             Charles T. Schlau                (Principal Financial Officer and Principal
                                              Accounting Officer)

      /s/ Charles B. Campbell, Jr.
- -----------------------------------------     Vice President and a Director                               November 24, 1999
          Charles B. Campbell, Jr.








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  Stevens Point Beverage Co.



                                   By:  /s/ James P. Ryan
                                      ------------------------------------------
                                            James P. Ryan
                                            President and Chief Executive
                                            Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Stevens Point Beverage Co.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
           /s/ James P. Ryan
- -----------------------------------------     President, Chief Executive Officer and a                    November 24, 1999
               James P. Ryan                  Director (Principal Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

         /s/ Alexander L. Berk
- -----------------------------------------     Executive Vice President and a Director                     November 24, 1999
             Alexander L. Berk

         /s/ William F. Hackett
- -----------------------------------------     Director                                                    November 24, 1999
             William F. Hackett








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  Monarch Import Company



                                   By:  /s/ James P. Ryan
                                     ------------------------------------------
                                            James P. Ryan, Chief Executive
                                            Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Monarch Import Company) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
           /s/ James P. Ryan
- -----------------------------------------     Chief Executive Officer (Principal                          November 24, 1999
               James P. Ryan                  Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

         /s/ Alexander L. Berk
- -----------------------------------------     President and a Director                                    November 24, 1999
             Alexander L. Berk

         /s/ William F. Hackett
- -----------------------------------------     Vice President and a Director                               November 24, 1999
             William F. Hackett









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Canandaigua Wine Company, Inc.



                                   By:  /s/ Jon Moramarco
                                     ------------------------------------------
                                            Jon Moramarco
                                            President and Chief Executive
                                            Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Wine Company, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
          /s/ Jon Moramarco
- -----------------------------------------     President and Chief Executive Officer                      November 24, 1999
              Jon Moramarco                   (Principal Executive Officer)

          /s/ Thomas S. Summer
- -----------------------------------------     Treasurer (Principal Financial Officer and                 November 24, 1999
              Thomas S. Summer                Principal Accounting Officer)

         /s/ Robert S. Sands
- -----------------------------------------     Vice President and a Director                              November 24, 1999
             Robert S. Sands

         /s/ Richard E. Sands
- -----------------------------------------     Vice President and a Director                              November 24, 1999
             Richard E. Sands








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  The Viking Distillery, Inc.



                                   By:  /s/ Alexander L. Berk
                                     ------------------------------------------
                                            Alexander L. Berk, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of The Viking Distillery, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
         /s/ Alexander L. Berk
- -----------------------------------------     President and a Director (Principal                         November 24, 1999
             Alexander L. Berk                Executive Officer)

         /s/ Raymond E. Powers
- -----------------------------------------     Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Edward L. Golden
- -----------------------------------------     Vice President and a Director                               November 24, 1999
              Edward L. Golden








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Canandaigua Europe Limited



                                   By:  /s/ Douglas Kahle
                                      ------------------------------------------
                                            Douglas Kahle, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Europe Limited) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
           /s/ Douglas Kahle
- -----------------------------------------     President (Principal Executive Officer)                    November 24, 1999
               Douglas Kahle

          /s/ Thomas S. Summer
- -----------------------------------------     Treasurer (Principal Financial Officer and                 November 24, 1999
              Thomas S. Summer                Principal Accounting Officer)

          /s/ Richard E. Sands
- -----------------------------------------     Vice President and Director                                November 24, 1999
              Richard E. Sands








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Roberts Trading Corp.



                                   By:  /s/ Thomas S. Summer
                                     ------------------------------------------
                                            Thomas S. Summer, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Roberts Trading Corp.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
          /s/ Thomas S. Summer
- ------------------------------------------    President and Treasurer (Principal
              Thomas S. Summer                Executive Officer, Principal Financial                      November 24, 1999
                                              Officer and Principal Accounting Officer)

          /s/ Richard E. Sands
- -----------------------------------------     Vice President and a Director                               November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -----------------------------------------     Vice President, Secretary and a Director                    November 24, 1999
              Robert S. Sands








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Canandaigua Limited



                                   By:  /s/ Robert S. Sands
                                     ------------------------------------------
                                            Robert S. Sands, Chief Executive
                                            Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua Limited) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
          /s/ Robert S. Sands
- ---------------------------------------       Chief Executive Officer and a Director
              Robert S. Sands                 (Principal Executive Officer and                            November 24, 1999
                                              Authorized Representative in the United
                                              States)

          /s/ Thomas S. Summer
- ---------------------------------------       Finance Director (Principal Financial                       November 24, 1999
              Thomas S. Summer                Officer and Principal Accounting Officer)

          /s/ Richard E. Sands
- ---------------------------------------       Director                                                    November 24, 1999
              Richard E. Sands








                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Polyphenolics, Inc.



                                   By:  /s/ Richard Keeley
                                     ------------------------------------------
                                            Richard Keeley, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Polyphenolics, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                          DATE
                 ---------                                       -----                                          ----

                                                                                                    
           /s/ Richard Keeley
- -----------------------------------------     President and Director (Principal                           November 24, 1999
               Richard Keeley                 Executive Officer)

          /s/ Thomas S. Summer
- -----------------------------------------     Vice President and Treasurer (Principal                     November 24, 1999
              Thomas S. Summer                Financial Officer and Principal Accounting
                                              Officer)










                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on November 24, 1999.

                                  Barton Canada, Ltd.



                                   By:  /s/ Alexander L. Berk
                                      ------------------------------------------
                                            Alexander L. Berk, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Barton Canada, Ltd.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                          DATE
                 ---------                                       -----                                          ----

                                                                                                    
         /s/ Alexander L. Berk
- -------------------------------------------   President and a Director (Principal
             Alexander L. Berk                Executive Officer)                                          November 24, 1999

         /s/ Raymond E. Powers
- -------------------------------------------   Executive Vice President, Treasurer,                        November 24, 1999
             Raymond E. Powers                Assistant Secretary and a Director
                                              (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Edward L. Golden
- -------------------------------------------   Vice President and a Director                               November 24, 1999
              Edward L. Golden











                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairport, State of New York on November 24, 1999.

                                  Simi Winery, Inc.



                                   By:  /s/ Thomas S. Summer
                                     ------------------------------------------
                                            Thomas S. Summer, President and
                                            Treasurer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Simi Winery, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
          /s/ Thomas S. Summer
- -------------------------------------------   President, Treasurer and a Director                        November 24, 1999
              Thomas S. Summer                (Principal Executive Officer, Principal
                                              Financial Officer and Principal Accounting
                                              Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands












                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.

                                  SCV-EPI Vineyards, Inc.



                                   By:  /s/ Jean-Michel Vallete
                                     ------------------------------------------
                                            Jean-Michel Valette
                                            President and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of SCV-EPI Vineyards, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
          /s/ Jean-Michel Valette
- --------------------------------------------  President and Chief Executive Officer                      November 24, 1999
            Jean-Michel Valette               (Principal Executive Officer)

         /s/ William Skowronski
- -------------------------------------------   Vice President and Chief Financial Officer                 November 24, 1999
             William Skowronski               (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands










                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.

                                  Franciscan Vineyards, Inc.



                                   By:  /s/ Jean-Michel Valette
                                     ------------------------------------------
                                            Jean-Michel Valette
                                            President and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Franciscan Vineyards, Inc.) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                    
        /s/ Jean-Michel Valette
- -------------------------------------------   President and Chief Executive Officer                      November 24, 1999
            Jean-Michel Valette               (Principal Executive Officer)

         /s/ William Skowronski
- -------------------------------------------   Vice President and Chief Financial Officer                 November 24, 1999
             William Skowronski               (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands










                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.

                                  Allberry, Inc.



                                   By:  /s/ Jean-Michel Valette
                                     ------------------------------------------
                                            Jean-Michel Valette
                                            President and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Allberry, Inc.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
        /s/ Jean-Michel Valette
- -------------------------------------------   President and Chief Executive Officer                      November 24, 1999
            Jean-Michel Valette               (Principal Executive Officer)

         /s/ William Skowronski
- -------------------------------------------   Vice President and Chief Financial Officer                 November 24, 1999
             William Skowronski               (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.

                                  Cloud Peak Corporation



                                   By:  /s/ Jean-Michel Valette
                                      ------------------------------------------
                                            Jean-Michel Valette
                                             President and
                                             Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Cloud Peak Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
        /s/ Jean-Michel Valette
- -------------------------------------------   President and Chief Executive Officer                      November 24, 1999
            Jean-Michel Valette               (Principal Executive Officer)

         /s/ William Skowronski
- -------------------------------------------   Vice President and Chief Financial Officer                 November 24, 1999
             William Skowronski               (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.

                                   M.J. Lewis Corp.



                                   By:  /s/ Jean-Michel Valette
                                     ------------------------------------------
                                            Jean-Michel Valette
                                            President and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of M.J. Lewis Corp.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
        /s/ Jean-Michel Valette
- -------------------------------------------   President and Chief Executive Officer                      November 24, 1999
            Jean-Michel Valette               (Principal Executive Officer)

         /s/ William Skowronski
- -------------------------------------------   Vice President and Chief Financial Officer                 November 24, 1999
             William Skowronski               (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Helena, State of California on November 24, 1999.

                                   Mt. Veeder Corporation



                                   By:  /s/ Jean-Michel Valette
                                     ------------------------------------------
                                            Jean-Michel Valette
                                            President and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Mt. Veeder Corporation) to sign any or all amendments
(including post-effective amendments and any registration statement filed
pursuant to Rule 462(b)) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                         DATE
                 ---------                                       -----                                         ----

                                                                                                   
        /s/ Jean-Michel Valette
- -------------------------------------------   President and Chief Executive Officer                      November 24, 1999
            Jean-Michel Valette               (Principal Executive Officer)

         /s/ William Skowronski
- -------------------------------------------   Vice President and Chief Financial Officer                 November 24, 1999
             William Skowronski               (Principal Financial Officer and Principal
                                              Accounting Officer)

          /s/ Richard E. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Richard E. Sands

          /s/ Robert S. Sands
- -------------------------------------------   Vice President and a Director                              November 24, 1999
              Robert S. Sands









                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Amsterdam, the Netherlands on November 24, 1999.

                                   Canandaigua B.V.




                                   By:  /s/ G.A.L.R. Diepenhorst
                                     ------------------------------------------
                                            G.A.L.R. Diepenhorst, Managing
                                            Director

                                   By:  /s/ E.F. Switters
                                     ------------------------------------------
                                            E.F. Switters, Managing Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Sands, Robert Sands and Thomas
Summer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (including his capacity as a director
and/or officer of Canandaigua B.V.) to sign any or all amendments (including
post-effective amendments and any registration statement filed pursuant to Rule
462(b)) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                 SIGNATURE                                       TITLE                                        DATE
                 ---------                                       -----                                        ----

                                                                                                  
        /s/ G.A.L.R. Diepenhorst
- -------------------------------------------   Managing Director (Principal Executive                    November 24, 1999
            G.A.L.R. Diepenhorst              Officer)

          /s/ E.F. Switters
- -------------------------------------------   Managing Director (Principal Financial                    November 24, 1999
              E.F. Switters                   Officer and Principal Accounting Officer)

          /s/ Thomas S. Summer
- -------------------------------------------   Authorized Representative in the United                   November 24, 1999
              Thomas S. Summer                States

EX-5

                                                                       Exhibit 5


                                                           November 24, 1999



Canandaigua Brands, Inc.
300 WillowBrook Office Park
Fairport, NY  14450

         Re:      Registration Statement on Form S-3 (No. 333-67037)
                  --------------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel to Canandaigua Brands, Inc. (the "Company") in
connection with the above-referenced Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to the
proposed public offering of up to $300,000,000 in aggregate amount of (i) its
debt securities ("Debt Securities"), which may be unconditionally and
irrevocably guaranteed (the "Guarantees") by certain of the Company's
subsidiaries (the "Guarantors") that are signatories to the indenture which is
filed as Exhibit 4 to the Registration Statement (the "Indenture"); (ii) shares
of its Preferred Stock (the "Preferred Stock"), par value $.01 per share, which
may be represented by depositary shares (the "Depositary Shares"); and (iii)
shares of its Class A Common Stock, par value $.01 per share (the "Common Stock"
and, together with the Debt Securities and the Preferred Stock, the
"Securities"), all of which Securities may be sold by the Company from time to
time as set forth in the prospectus which forms a part of the Registration
Statement (the "Prospectus"), and as to be set forth in one or more supplements
to the Prospectus (each, a "Prospectus Supplement"). The Registration Statement
relates to $300,000,000 of securities previously registered pursuant to Form S-3
(Registration No. 333-67037), as to which the Registration Statement constitutes
a Post-Effective Amendment.

         In arriving at the opinion expressed below, we have assumed that the
issuance, sale, amount and terms of the Securities to be offered from time to
time will be duly authorized and determined by proper action of the Board of
Directors of the Company consistent with the procedures and terms described in
the Registration Statement (each, a "Board Action") and in accordance with the
Company's Amended and Restated Certificate of Incorporation, as amended (the
"Certificate"), and applicable Delaware law. In addition, we have examined and
relied, to the extent we deemed proper, on certificates of officers of the
Company and the Guarantors as to factual matters, and on originals or copies
certified or otherwise identified to our satisfaction, of all such corporate
records of the Company and the Guarantors and such other instruments and
certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as copies, the genuineness of all signatures on
documents reviewed by us and the legal capacity of natural persons.




         Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof:

         1. When the Registration Statement has become effective under the Act,
         when the Guarantees have been duly authorized by all necessary
         corporate action, and when the Debt Securities have been (a) duly
         established by the Indenture or any supplemental indenture thereto, (b)
         duly authorized and established by applicable Board Action and duly
         authenticated by the trustee thereunder (the "Trustee"), and (c) duly
         executed and delivered on behalf of the Company against payment
         therefor in accordance with the terms of such Board Action, any
         applicable underwriting agreement, the Indenture and any applicable
         supplemental indenture, and as contemplated by the Registration
         Statement and/or the applicable Prospectus Supplement, the Debt
         Securities will constitute binding obligations of the Company,
         enforceable in accordance with their terms, except that the
         enforceability thereof may be limited by or subject to bankruptcy,
         reorganization, insolvency, fraudulent conveyance, moratorium or other
         similar laws now or hereafter existing which affect the rights and
         remedies of creditors generally and equitable principles of general
         applicability.

         2. When the Registration Statement has become effective under the Act
         and when the Preferred Stock has been duly authorized and established
         by applicable Board Action, in accordance with the terms of the
         Certificate and applicable law, upon issuance and delivery of the
         Preferred Stock against payment of valid consideration therefor in
         accordance with the terms of such Board Action and any applicable
         underwriting or purchase agreement, and as contemplated by the
         Registration Statement and/or the applicable Prospectus Supplement, the
         shares represented by such shares of Preferred Stock will be legally
         issued, fully paid and non-assessable.

         3. When the Registration Statement has become effective under the Act,
         when the Depository Shares and the underlying Preferred Stock have been
         duly authorized and established by applicable Board Action, in
         accordance with the terms of the Certificate and applicable law, and
         when (a) a deposit agreement substantially as described in the
         Registration Statement has been duly executed and delivered by the
         Company and a depositary, and (b) the depositary receipts representing
         the Depositary Shares in the form contemplated and authorized by such
         deposit agreement have been duly executed and delivered by such
         depositary and delivered to and paid for by the purchasers thereof in
         the manner contemplated by the Registration Statement and/or the
         applicable Prospectus Supplement, upon issuance and delivery of the
         Preferred Stock against payment of valid consideration therefor in
         accordance with the terms of such Board Action and any applicable
         underwriting or purchase agreement, and as contemplated by the
         Registration Statement and/or the applicable Prospectus Supplement,
         such Depositary Shares will be legally issued and will entitle the
         holders thereof to the rights specified in the depositary receipts and
         the deposit agreement relating to such Depositary Shares.

         4. When the Registration Statement has become effective under the Act,
         upon due authorization by Board Action of an issuance of Common Stock,
         and upon issuance and delivery of the Common Stock against payment of
         valid consideration therefor in accordance with the terms of such Board
         Action and any applicable underwriting or purchase agreement, and as
         contemplated by the Registration Statement and/or the applicable
         Prospectus Supplement, such shares of Common Stock will be legally
         issued, fully paid and non-assessable.

         To the extent that the obligations of the Company under a deposit
agreement or the obligations of the Company or the Guarantors under the
Indenture may be dependent upon such matters, we have assumed for purposes of
this opinion (i) that the applicable depositary or trustee, as the case may be,
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the applicable deposit agreement or the Indenture, as the case
may be, (ii) that such deposit agreement or Indenture, as the case may be, has
been duly authorized, executed and delivered by and constitutes the legal, valid
and binding obligation of such depositary or trustee, as the case may be,
enforceable in accordance with its respective terms, except that the
enforceability thereof may be limited by or subject to bankruptcy,
reorganization, insolvency, fraudulent conveyance, moratorium or other similar



laws now or hereafter existing which affect the rights and remedies of creditors
generally and equitable principles of general applicability, (iii) that such
depositary or trustee, as the case may be, is in compliance, generally and with
respect to acting as a depositary or trustee, respectively, under the applicable
deposit agreement or the Indenture, with all applicable laws and regulations and
(iv) that such depositary or trustee, as the case may be, has the requisite
organizational and legal power and authority to perform its obligations under
the applicable deposit agreement or the Indenture, as the case may be.

         We express no opinion as to the applicability of, compliance with or
effect of, the law of any jurisdiction other than United States Federal law, the
General Corporation Law of the State of Delaware and the laws of New York.

         We hereby consent to the references to our firm under the caption
"Legal Opinions" in the Registration Statement and to the use of this opinion as
an exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                  Very truly yours,

                                  /s/  McDermott, Will & Emery

EX-12

                                   EXHIBIT 12
                                   ----------

                    CANANDAIGUA BRANDS, INC. AND SUBSIDIARIES
         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                            (in thousands of dollars)



                                                   For the Six                                     For the Six    For the Years
                                                   Months Ended         For the Years Ended        Months Ended       Ended
                                                    August 31,               February 28,          February 29,      August 31,
                                              -------------------   ------------------------------ ------------ -------------------
                                                1999       1998       1999       1998       1997       1996       1995       1994
                                              --------   --------   --------   --------   -------- ------------ --------   --------
                                                                                                   
Earnings:(a)
   Income before provision for income taxes   $ 53,244   $ 50,559   $104,430   $ 79,881   $ 79,160   $ 13,630   $ 62,626   $  7,824
   Add fixed charges                            53,997     18,232     46,523     35,851     37,074     18,684     27,337     19,919
                                              --------   --------   --------   --------   --------   --------   --------   --------
      Earnings                                $107,241   $ 68,791   $150,953   $115,732   $116,234   $ 32,314   $ 89,963   $ 27,743
                                              ========   ========   ========   ========   ========   ========   ========   ========

Fixed Charges:
   Interest on debt and capitalized leases    $ 52,309   $ 16,665   $ 43,537   $ 32,917   $ 34,473   $ 17,447   $ 25,121   $ 18,367
   Amortization of direct financing costs          829      1,095      1,867      2,082      2,112      1,046      1,881      1,287
   Amortization of discount on debt                208        189        388        352        112       --         --         --
   Interest element of rentals                     651        283        731        500        377        191        335        265
                                              --------   --------   --------   --------   --------   --------   --------   --------
      Total fixed charges                     $ 53,997   $ 18,232   $ 46,523   $ 35,851   $ 37,074   $ 18,684   $ 27,337   $ 19,919
                                              ========   ========   ========   ========   ========   ========   ========   ========

Ratio of Earnings to Fixed Charges                 2.0        3.8        3.2        3.2        3.1        1.7        3.3        1.4
                                              ========   ========   ========   ========   ========   ========   ========   ========

(a)  For the purpose of calculating the ratio of earnings to fixed charges,
     "earnings" represent income before provision for income taxes plus fixed
     charges. "Fixed charges" consist of interest expensed and capitalized,
     amortization of debt issuance costs, amortization of discount on debt, and
     the portion of rental expense which management believes is representative
     of the interest component of lease expense.

EX-23.1

                                  EXHIBIT 23.1
                                  ------------

                              ARTHUR ANDERSEN LLP








                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 22, 1999
included in Canandaigua Brands, Inc.'s Form 10-K for the year ended February 28,
1999 and to all references to our Firm included in this registration statement.


                                  /s/ Arthur Andersen LLP


Rochester, New York,
  November 24, 1999

EX-23.2

                                  EXHIBIT 23.2
                                  ------------

[KPMG Logo]

          Stamford Square
          3001 Summer Street
          Stamford, CT  06905

                        Consent of Independent Auditors

The Board of Directors
Canandaigua Brands, Inc.:


We consent to the incorporation by reference in this registration statement on
Form S-3 of Canandaigua Brands, Inc. of our report dated June 24, 1999, with
respect to the statement of assets and liabilities related to the product lines
sold to Canandaigua Brands, Inc. as of April 9, 1999 and the related statement
of identified income and expenses for the year ended December 31, 1998, which
report appears in the Form 8-K/A Amendment No. 2 of Canandaigua Brands, Inc.
dated April 9, 1999 and to the reference to our firm under the heading "Experts"
in this registration statement.


/s/ KPMG LLP


November 24, 1999












[Graphic] KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member
          of KPMG International, a Swiss association.

EX-25

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1

                            Statement of Eligibility
                      Under the Trust Indenture Act of 1939
                  of a Corporation Designated to Act as Trustee

                Check if an Application to Determine Eligibility
                of a Trustee Pursuant to Section 305(b)(2) ______



                          HARRIS TRUST AND SAVINGS BANK
                                (Name of Trustee)


                   Illinois                              36-1194448
           (State of Incorporation)         (I.R.S. Employer Identification No.)


                 111 West Monroe Street, Chicago, Illinois 60603
                    (Address of principal executive offices)


                Judith Bartolini, Harris Trust and Savings Bank,
                311 West Monroe Street, Chicago, Illinois, 60606
                    312-461-2527 phone 312-461-3525 facsimile
           (Name, address and telephone number for agent for service)



                            CANANDAIGUA BRANDS, INC.
                                    (Obligor)


                   DELAWARE                              16-0716709
           (State of Incorporation)         (I.R.S. Employer Identification No.)



                           300 WillowBrook Office Park
                            Fairport, New York 14450
                    (Address of principal executive offices)




                                 Debt Securities
                         (Title of indenture securities)










 1.      GENERAL INFORMATION.  Furnish the following information as to the
         Trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

                  Commissioner of Banks and Trust Companies, State of Illinois,
                  Springfield, Illinois; Chicago Clearing House Association, 164
                  West Jackson Boulevard, Chicago, Illinois; Federal Deposit
                  Insurance Corporation, Washington, D.C.; The Board of
                  Governors of the Federal Reserve System, Washington, D.C.

         (b) Whether it is authorized to exercise corporate trust powers.

                  Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.

 2.      AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
         Trustee, describe each such affiliation.

                  The Obligor is not an affiliate of the Trustee.

 3. through 15.

                  NO RESPONSE NECESSARY

16.      LIST OF EXHIBITS.

         1.   A copy of the articles of association of the Trustee as now in
              effect which includes the authority of the trustee to commence
              business and to exercise corporate trust powers.

              A copy of the Certificate of Merger dated April 1, 1972 between
              Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
              which constitutes the articles of association of the Trustee as
              now in effect and includes the authority of the Trustee to
              commence business and to exercise corporate trust powers was filed
              in connection with the Registration Statement of Louisville Gas
              and Electric Company, File No. 2-44295, and is incorporated herein
              by reference.

         2.   A copy of the existing by-laws of the Trustee.

              A copy of the existing by-laws of the Trustee was filed in
              connection with the Registration Statement of Commercial Federal
              Corporation, File No. 333-20711, and is incorporated herein by
              reference.

         3.   The consents of the Trustee required by Section 321(b) of the Act.

                  (included as Exhibit A on page 2 of this statement)

         4.   A copy of the latest report of condition of the Trustee published
              pursuant to law or the requirements of its supervising or
              examining authority.

                  (included as Exhibit B on page 3 of this statement)






                                    SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 4th day of August, 1999.

HARRIS TRUST AND SAVINGS BANK


By:  /s/ J. Bartolini
   ----------------------------------
         J. Bartolini
         Vice President

EXHIBIT A

The consents of the trustee required by Section 321(b) of the Act.

Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

HARRIS TRUST AND SAVINGS BANK


By:  /s/ J. Bartolini
   ----------------------------------
         J. Bartolini
         Vice President



EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1999, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.

                               [HARRIS BANK LOGO]

                          Harris Trust and Savings Bank
                             111 West Monroe Street
                             Chicago, Illinois 60603

of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1999, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.

                         Bank's Transit Number 71000288



                                                                                          THOUSANDS
                                             ASSETS                                       OF DOLLARS
                                                                                          
Cash and balances due from depository institutions:
              Non-interest bearing balances and currency and coin.............                  $ 1,237,336
              Interest bearing balances.......................................                  $   137,061
Securities:
a.  Held-to-maturity securities ..............................................                  $         0
b.  Available-for-sale securities ............................................                  $ 5,455,837
Federal funds sold and securities purchased under agreements to resell .......                  $    87,250
Loans and lease financing receivables:
              Loans and leases, net of unearned income........................   $ 9,500,293
              LESS:  Allowance for loan and lease losses......................   $   109,979
                                                                                 -----------

              Loans and leases, net of unearned income, allowance, and reserve
              (item 4.a minus 4.b)............................................                  $ 9,390,314
Assets held in trading accounts...............................................                  $   161,168
Premises and fixed assets (including capitalized leases) .....................                  $   255,438
Other real estate owned.......................................................                  $       243
Investments in unconsolidated subsidiaries and associated companies ..........                  $        75
Customer's liability to this bank on acceptances outstanding .................                  $    40,869
Intangible assets.............................................................                  $   254,549
Other assets..................................................................                  $ 1,183,465
                                                                                 --------------------------
TOTAL ASSETS .................................................................                  $18,203,605
                                                                                 ==========================



                                           LIABILITIES
Deposits:
     In domestic offices .....................................................                  $ 9,099,851
              Non-interest bearing............................................   $2,743,074
              Interest bearing................................................   $6,356,777
     In foreign offices, Edge and Agreement subsidiaries, and IBF's...........                  $ 1,822,400
              Non-interest bearing............................................   $   26,371
              Interest bearing................................................   $1,796,029
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBF's:
Federal funds purchased & securities sold under agreements to repurchase......                  $ 3,534,582
Trading Liabilities                                                                                  96,517
Other borrowed money:.........................................................
a.  With remaining maturity of one year or less                                                 $ 1,681,346
b.  With remaining maturity of more than one year                                               $         0
Bank's liability on acceptances executed and outstanding                                        $    40,869
Subordinated notes and debentures..............................................                 $   225,000
Other liabilities..............................................................                 $   390,234
                                                                                 --------------------------
TOTAL LIABILITIES                                                                               $16,890,799
                                                                                 ==========================

                                         EQUITY CAPITAL
Common stock...................................................................                 $   100,000
Surplus........................................................................                 $   608,510
a.  Undivided profits and capital reserves.....................................                 $   616,084
b.  Net unrealized holding gains (losses) on available-for-sale securities                     ($    11,788)
                                                                                 --------------------------
TOTAL EQUITY CAPITAL                                                                            $ 1,312,806
                                                                                 ==========================
Total liabilities, limited-life preferred stock, and equity capital............                 $18,203,605
                                                                                 ==========================


         I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.

                                PAMELA PIAROWSKI
                                     4/30/99

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.

                  EDWARD W. LYMAN,
                  ALAN G. McNALLY,
                  JAMES J. GLASSER
                                                                    Directors.