SecProbe.io

November 5 , 2012

Via E -Mail
Mr. James Z. Voss
Controller
Willamette Valley Vineyards , Inc.
8800 Enchanted Way, S.E.
Turner, OR 97392

Re: Willamette Valley Vineyards , Inc .
 Form 10-K for the Fiscal Year Ended December 31,  2011
Filed March 27 , 2012
File No. 000-21522

Dear Mr. Voss :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments .

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

2011 Compared to 2010, page 22

1. We note you do not provide a detailed discussion of  why cost of sales de creased 18%.
Please provide draft disclosure , to be included in future filings, that  addresses  and
quantifies each factor that contributed to the decrease in cost of sales from  2011 to 201 0.

Mr. James Z. Voss
Willamette Valley Vineyards, Inc.
November 5, 2012
Page 2

 Note 1 – Summary of Operations, Basis of Presentation and Signi ficant Accounting
Policies, page 31

Organization and Operations, page 31

2. With regards to your new distribution agreement with Young’s Market Company,  please
provide draft disclosure, to be included in future filings, that addresses the  following:

 Disclose the terms of this arrangement. At December 31, 2011, you have  recorded on
your balance sheet a distribution agreement receivable and  deferred revenue –
distribution agreement. Please discuss the nature of  this agreement and include a
policy note regarding how these account  balances were generated and your method
for recognizing costs and  recording revenues related to this agreement; and

 On page 45 you disclose the  change  from distributing wine internally with  Bacchus
Distribution to an outside th ird party will increase the Company’s  gross margin as
you will no longer sell low margin purchased wine  products and will also reduce
operating expenses. Please explain  specifically, in M anagement’s Discussion and
Analysis,  how this new arrangement will in crease margins  and reduce operating
expenses as well as disclose any other impact (i.e.  liquidity, revenue and deferred
revenue, taxes) you anticipate having from  this new arrangement.

Revenue Recognition, page 34

3. We note your disclosure of promotions an d rebates given to customers. Please  provide
draft disclosure to be included in future filings, that expands you r accounting policy
regarding these incentive programs, the amounts recognized in the income statement and
the line items(s) in which the amount s are recognized. Cite the authoritative guidance that
supports your accounting treatment.

Note 11 – Commitments and Contingencies, page 42

Operating Leases, page 43

4. We note you entered long -term grape purchase contracts in 2005 and 2006 to purchase
100% of grape crops produced at a fixed price through 2015 and 2016. You disclose the
maximum payment obligation is $1,500,000 per year however, you cannot calculate the
minimum payment for grape purchases in any given year. Please tell us, for each year
presented, how much you have paid for grapes under these contracts. Tell us how  these
contracts relate to the grapes payable balance recorded on your balance sheet and
presented  in your contractual obligation table. Please provide draft disclosure to be
included in future filings that address es the nature of these contracts, how you account for
these contracts, the timing of when you record these purchases and how these contracts
impact your cash flow and operations in your results of operations and liquidit y

Mr. James Z. Voss
Willamette Valley Vineyards, Inc.
November 5, 2012
Page 3

 disclosure  in M anagement’s Discussion and Analysis . Ensure your disclosure also
addresses when you determine that payment is due to the grape grower and how you
estimate the amount due.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide  a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 You may contact Brian McAllister , Staff Accountant at (202) 551 -3341  or Melissa
Rocha , Accounting Branch Chief  at (202) 551 -3854  if you have questions regarding  the
comment s.  Please contact me at (202) 551 -3871 with any other questions.

        Sincerely,

        /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining