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    Unassociated Document

    November
19, 2009

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Willamette Valley Vineyards,
      Inc.

    Form 10-K for Fiscal Year Ended
December 31, 2008

    File No. 0-21522

    Filed on March 31, 2009

    Ladies
and Gentlemen:

    We have received your letter dated
November 5, 2009, in which you had three comments to the Form 10-K for Fiscal
Year Ended December 31, 2008 (the “2008 Form 10-K”) previously filed by
Willamette Valley Vineyards, Inc. (the “Company”) with the Securities and
Exchange Commission (the “Commission”) on March 31, 2009. The Company’s
responses to the Commission’s comments are set forth below. In addition, an
amendment to the 2008 Form 10-K (the “Amendment”) containing changes
incorporating certain of the Company’s responses to the Commission’s comments is
filed with this letter.

    Controls and Procedures,
page 41

    Evaluation of Disclosure
Controls and Procedures, page 41

    1.           Commission’s
Comment:  Please expand your discussion of disclosure controls
and procedures to explain the basis for your “ineffective” conclusion. Identify
and describe in sufficient detail any material weaknesses or deficiencies that
led to the present conclusion, when the weaknesses were discovered and by whom.
Disclose management’s plans to remediate these weaknesses.

    Company
Response:  In response to the Commission’s comment, the Company
has amended its 2008 Form 10-K to (i) expand its discussion of disclosure
controls and procedures to explain the basis for the Company’s “ineffective”
conclusion, (ii) identify and describe in sufficient detail the material
weaknesses or deficiencies that led to the present conclusion, when the
weaknesses were discovered and by whom, and (iii) disclose management’s plans to
remediate these weaknesses. We refer the Commission to the Amendment filed with
this letter.

    With respect to the Company’s efforts
to remediate these material weaknesses since December 31, 2008, the Company has
undertaken the following remediation initiatives:

    With
respect to inadequate reconciliations of our general ledger cash balances to the
balances per our bank statements, the Company engaged additional temporary
resources in the accounting department at the end of 2008 with the specific goal
of reconciling cash to zero on a monthly basis. During the second and third
quarter of 2009, the Company made significant progress in remediating the cash
ledger balance to bank account reconciliation by allocating full-time accounting
resources to review, reconcile and improve the cash reconciliation process. As
of the time of this letter, the Company believes that there are still some
deficiencies but that substantial progress has been made.  The Company
intends to have this weakness fully remediated by year-end 2009, at which time
the Company believes its independent audit firm will be able to attest to our
internal controls over financial reporting.

    •      With
respect to lack of sufficient procedures and controls related to our maintenance
of our perpetual inventory records of in-state purchased wines, the Company
commenced a review of our documentation and where necessary we have put into
place policies and procedures to document such evidence to comply with our
internal control requirements and improve our perpetual inventory accuracy. The
Company also retained a financial consultant to assist us in further reviewing
and improving our internal control processes. As of the time of this letter, the
Company believes that there are still some deficiencies but that substantial
progress has been made.  The Company intends to have this weakness
fully remediated by year-end 2009, at which time the Company believes its
independent audit firm will be able to attest to our internal controls over
financial reporting.

    •      With
respect to lack of sufficient procedures and controls related to the allocation
of costs to our produced wines, the Company has adopted the costing methods that
were utilized by the Companies independent audit firm, Moss Adams LLP, during
the 2008 year-end audit. Additionally, the Company is in the process of
preparing work-flow diagrams and documented control procedures for ease of
understanding and review going forward.  As of the time of this
letter, the Company believes that there are still some deficiencies but that
substantial progress has been made.  The Company intends to have this
weakness fully remediated by year-end 2009, at which time the Company believes
its independent audit firm will be able to attest to our internal controls over
financial reporting.

    •      With
respect to lack of sufficient accounting and finance personnel and
transition/training of personnel responsible for preparation and review of such
reconciliations, records, and allocations.  The Company engaged
additional temporary resources in the accounting department at the end of 2008.
The Company maintained those temporary resources through September 2009. The
Company then converted the temporary resource to permanent accounting personnel
during the second quarter of 2009.  As of the time of this letter, the
Company believes that there are still some deficiencies but that substantial
progress has been made.  The Company intends to have this weakness
fully remediated by year-end 2009, at which time the Company believes its
independent audit firm will be able to attest to our internal controls over
financial reporting.

    We
believe that as of the date hereof, the measures the Company has implemented
have improved but not fully remediated all of the material weaknesses identified
above. Management, with oversight of the Audit Committee of our board of
directors and our independent auditors, Moss Adams LLP, will continue to work on
remediating all of the material weaknesses noted above.

    Management’s Report on
Internal Control over Financial Reporting, page 42

    2.           Commission’s
Comment:  Revise the discussion of internal controls over
financial reporting to clarify when each of the material weaknesses was
identified and by whom, as well as when the material weakness first
began.  Discuss how you were able to present GAAP-compliant financial
statements in the Form 10-K.  It appears to us that the lack of
sufficient qualified personnel and lack of appropriate procedures and controls
have had a pervasive effect upon Willamette’s financial reporting and the
overall control environment.  Please clarify your disclosure if that
is the case or explain to us why you believe the weaknesses have not had a
pervasive effect.

    Company
Response:  In response to the Commission’s comment, the Company
has amended its 2008 Form 10-K to (i) revise the discussion of internal controls
over financial reporting to clarify when each of the material weaknesses was
identified and by whom, as well as when the material weakness first began, (ii)
discuss how the Company was able to present GAAP-compliant financial statements
in the 2008 Form 10-K, and (iii) explain why the control environment weaknesses
have not had a pervasive effect. We
refer the Commission to the Amendment filed with this letter.

    Executive Compensation, page
46

    3.           Commission’s
Comment:  We note that Mr. Fox has signed the Form 10-K as
the CFO/Controller and Principal Accounting Officer.  Please explain
why he is not included in the disclosure regarding officers and directors set
forth in Item 401 of Regulation S-K.

    Company
Response:  At the outset, we note that the Executive
Compensation discussion on page 46 of the 2008 Form 10-K is responsive to Item
11 of Part III of Form 10-K, which requires disclosures under Item 402 of
Regulation S-K and paragraph (e)(4) and (e)(5) of Item 407 of Regulation
S-K.  Paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K
require disclosures regarding the Company’s Compensation Committee, and are
therefore not applicable to Mr. Fox.  In addition, the Company is a
“smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended.  Mr. Fox’s total compensation in 2008 did not
exceed $100,000.  Accordingly, under Item 402(m)(2) of Regulation S-K
and the instructions thereto, disclosure under Item 402 of Regulation S-K is not
required with respect to Mr. Fox.

    We have discussed this with the
Commission, and it has explained that it is seeking the disclosures required
under Item 401 of Regulation S-K with respect to Mr. Fox pursuant to Item 10 of
Part III of Form 10-K.  Accordingly, the Company has amended its 2008
Form 10-K to provide disclosures under Item 401 of Regulation S-K with respect
to Mr. Fox pursuant to Item 10 of Part III of Form 10-K. We refer the Commission
to the Amendment filed with this letter.

    We hope
that the foregoing responds to the Commission’s comments to its
satisfaction.

    In
connection with the Company’s response to the Commission’s comments, the
undersigned hereby acknowledges on behalf of the Company 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 to 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.

    If you
have any questions regarding the foregoing please contact the undersigned at
(503) 588-9463.

    Sincerely,

    /s/ James
W. Bernau

    James W.
Bernau

    President
and Chief Executive Officer, Willamette Valley Vineyards, Inc.

    UNITED
STATES

    SECURITIES
AND EXCHANGE COMMISSION

    Washington,
D.C. 20549

    FORM 10-K/A

    (Amendment
No. 1)

              (Mark
      One)

              x

              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

              SECURITIES
      EXCHANGE ACT OF 1934

              For
      the fiscal year ended December 31, 2008

              or

              ¨

              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

              SECURITIES
      EXCHANGE ACT OF 1934

              For
      the transition period from _________________ to
      _______________________

    Commission
file number: 000-21522

    WILLAMETTE
VALLEY VINEYARDS, INC.

    (Exact
name of registrant as specified in its charter)

              Oregon

              93-0981021

              (State
      or other jurisdiction of

              incorporation
      or organization)

              (I.R.S.
      Employer

              Identification
      No.)

              8800
      Enchanted Way, S.E.

              Turner,
      OR 97392

              (Address
      of principal executive offices)

              Registrant’s
      telephone number, including area code: (503) 588-9463

              Securities
      registered pursuant to Section 12(b) of the Act:
  None

              Securities
      registered pursuant to Section 12(g) of the Act:

              Common
      Stock

              (Title
      of class)

    Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes ¨ No x

    Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange
Act.    Yes ¨ No x

    Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes ¨ No x

    Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  x

    Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.

              Large
      accelerated filer ¨

              Accelerated
      filer ¨

              Non-accelerated
      filer ¨

              Smaller
      reporting company x

    Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).   Yes ¨ No x

    The
aggregate market value of common stock held by non-affiliates of the registrant
as of June 30, 2008 was approximately $24,979,184.

    The
number of outstanding shares of the registrant’s Common Stock as of March 27,
2009 was 4,851,329.

    DOCUMENTS
INCORPORATED BY REFERENCE

    None

    Willamette
Valley Vineyards, Inc.

    FORM 10-K/A

    (Amendment
No. 1)

    TABLE
OF CONTENTS

                Page

                Explanatory
      Note

                3

                PART
      II

                Item
      9A

                Controls
      and Procedures

                4

                PART
      III

                Item
      10

                Directors,
      Executive Officers and Corporate Governance

                7

                Signatures

                9

        2

                EXPLANATORY
      NOTE

    This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on
Form 10-K of Willamette Valley Vineyards, Inc. (the “Company”) for the fiscal
year ended December 31, 2008, originally filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2009 (the “Original Filing”). The purpose of
this Amendment is to provide additional disclosures with respect to the
information required under (i) Item 9A to Part II of Form 10-K, and (ii) Item 10
to Part III of Form 10-K. In addition, in accordance with the rules of the SEC,
we are including certain currently dated certifications with this
Amendment.

    Except as
expressly set forth in this Amendment, we are not amending any other part of the
Original Filing. This Amendment continues to speak as of the date of the
Original Filing, and does not reflect events occurring after the filing of the
Original Filing or modify or update any related or other disclosures unless
expressly noted otherwise. Accordingly, this Amendment should be read in
conjunction with the Original Filing and with our other filings made with the
SEC subsequent to the filing of the Original Filing, including any amendments to
those filings. The filing of this Amendment shall not be deemed an admission
that the Original Filing when made included any untrue statement of a material
fact or omitted to state a material fact necessary to make a statement not
misleading.

        3

    PART
II

    Item
9A.  Controls and Procedures.

    Evaluation
of Disclosure Controls and Procedures

    We
maintain disclosure controls and procedures that are designed to ensure that the
information required to be disclosed in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer/Controller as appropriate, to allow timely
decisions regarding required disclosure. In connecti