SecProbe.io

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 Willamette Valley Vineyards, Inc.

 8800 Enchanted Way SE

 Turner, Oregon 97392

 June 20, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jenny O'Shanick

 Re:
 Willamette Valley Vineyards, Inc.

 Registration Statement on Form S-3

 File No. 333-288108

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Willamette Valley Vineyards, Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 12:00 p.m., Eastern Time, on Wednesday June 25, 2025, or as soon thereafter as possible.

 Please notify Andrew Bond of Sheppard
Mullin Richter & Hampton LLP, counsel to the Company, at (310) 228-6155 as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request.

 WILLAMETTE VALLEY VINEYARDS, INC.

 By:
 /s/ John Ferry

 Name:
 John Ferry

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 20, 2025

James W. Bernau
President
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

 Re: Willamette Valley Vineyards, Inc.
 Registration Statement on Form S-3
 Filed June 17, 2025
 File No. 333-288108
Dear James W. Bernau:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Andrew J. Bond
</TEXT>
</DOCUMENT>

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Willamette Valley Vineyards, Inc.

8800 Enchanted Way SE

Turner, Oregon 97392

    July 7, 2022

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Donahue

    Re:
    Willamette Valley Vineyards, Inc.

    Registration Statement on Form S-3

    File No. 333-265961

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Willamette Valley Vineyards,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 2:00 p.m., Eastern Time, on Tuesday July 12, 2022, or as soon thereafter as possible.

Please notify Andrew Bond of Sheppard
Mullin Richter & Hampton LLP, counsel to the Company, at (310) 228-6155 as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request.

    WILLAMETTE VALLEY VINEYARDS, INC.

    By:
    /s/ John Ferry

    Name:
    John Ferry

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
July 7, 2022
James Bernau
Chief Executive Officer
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392
Re:Willamette Valley Vineyards, Inc.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-265961
Dear Mr. Bernau:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Blueprint

February
7, 2020

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100 F
Street, N.E.

Washington,
DC 20549

Attention:
Sherry Haywood

Re:

Willamette Valley
Vineyards, Inc.

Registration
Statement on Form S-3

File
No.: 333-236080

Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, the undersigned registrant, Willamette Valley Vineyards,
Inc., an Oregon corporation (the “Registrant”), hereby
requests that the above-referenced Registration Statement (as
amended) be declared effective at 5:30 p.m., Eastern Time, on
February 11, 2020, or as soon as practicable
thereafter.

The
Registrant hereby acknowledges that:

(i)

should the
Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration
Statement;

(ii)

the action of the
Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve
the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement;
and

(iii)

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

Yours
truly,

WILLAMETTE VALLEY VINEYARDS, INC.

/s/ James W.
Bernau

James
W. Bernau

President
and Chief Executive Officer

February 4, 2020
John A. Ferry
Chief Financial Officer
Williamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392
Re:Williamette Valley Vineyards Inc
Registration Statement on Form S-3
Filed January 24, 2020
File No. 333-236080
Dear Mr. Ferry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Marcus J. Williams

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February 10, 2016

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn:  Division of Corporation Finance

Re:

Willamette Valley Vineyards, Inc.

Form S-3 Registration Statement

Registration No 333-208715

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Willamette Valley Vineyards, Inc., an Oregon corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 5:15 p.m. Eastern Daylight Time on February 11, 2016, or as soon thereafter as practicable.

In addition, we confirm the following:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Willamette Valley Vineyards, Inc.

/s/ James W. Bernau

James W. Bernau

President and Chief Executive Officer

Mail Stop 3561

February 5, 2016

Via E -mail
James W. Bernau
President and Chief Executive Officer
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

Re: Willamette Valley Vineyards, Inc.
 Form PRE 14A
Filed December 24, 2015
File No. 001-37610

Dear Mr. Bernau :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Marcus Williams, Esq.
Davis Wright Tremaine LLP

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February 5, 2016

Suite 2200

1201 Third Avenue

Seattle, WA  98101-3045

Marcus Williams

(206) 757-8170  tel

(206) 757-7700  fax

MarcusWilliams@dwt.com

Filed via EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC  20549

RE:

Willamette Valley Vineyards, Inc.

Registration Statement on Form S-3

Filed December 23, 2015

SEC File No. 333-208715

Dear Mr. Reynolds:

This firm represents Willamette Valley Vineyards, Inc., an Oregon corporation (“WVVI”), in connection with the above-referenced universal shelf registration statement. This letter replies to verbal comments received from Hilary Daniels of your office on this date.

The Registrant hereby undertakes to provide on the cover page of a prospectus supplement to be filed pursuant to Rule 424(b) a computation of the aggregate market value of the Registrant’s outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6 and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period that ends on, and includes, the date of the prospectus. The Registrant proposes that such disclosure would read as follows:

During the twelve (12) calendar month period ending on and including the date hereof, the amount of securities offered pursuant to General Instruction I.B.6 of Form S-3 is $6,000,000. Based upon the aggregate value of the Registrant’s voting and nonvoting common equity as of the date hereof, which is $[•], the amount of securities to be sold pursuant to this prospectus supplement may not exceed $[•].

The Registrant further acknowledges that shares of Series A Redeemable Preferred Stock sold between August and December 2015, would be excluded from the calculation of “voting and nonvoting common equity” by virtue of its status as preferred stock. The Registrant respectfully requests the Staff’s acknowledgement that this disclosure will satisfy the requirements of General Instruction I.B.6. If you have any further questions regarding this matter, please do not hesitate to call me at me at (206) 757-8170.

Sincerely,

Davis Wright Tremaine LLP

/S/  Marcus Williams

cc:           James Bernau, Willamette Valley Vineyards, Inc.

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February 2, 2016

Suite 2200

1201 Third Avenue

Seattle, WA  98101-3045

Marcus Williams

(206) 757-8170  tel

(206) 757-7700  fax

MarcusWilliams@dwt.com

Filed via EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC  20549

RE:

Willamette Valley Vineyards, Inc.

Registration Statement on Form S-3

Filed December 23, 2015

SEC File No. 333-208715

Dear Mr. Reynolds:

This firm represents Willamette Valley Vineyards, Inc., an Oregon corporation (“WVVI”), in connection with the above-referenced universal shelf registration statement. This letter replies to an informal verbal comments received from the Securities and Exchange Commission (the “SEC”) on this registration statement asking for WVVI’s intention to provide the number of shares held by non-affiliates of WVVI.  WVVI hereby undertakes to provide such disclosure in any prospectus supplement that is used for the sale of any securities under the registration statement to reflect the most up-to-date information regarding such share holdings.

We further acknowledge 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.

We look forward to working with the Division to resolve all concerns with WVVI’s registration application. If you have any questions regarding this letter, the enclosed materials, or the documents filed with the SEC, please do not hesitate to call me at me at (206) 757-8170.

Sincerely,

Davis Wright Tremaine LLP

/S/  Marcus Williams

cc:           James Bernau, Willamette Valley Vineyards, Inc.

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February 2, 2016

Suite 2200

1201 Third Avenue

Seattle, WA  98101-3045

Marcus Williams

(206) 757-8170  tel

(206) 757-7700  fax

MarcusWilliams@dwt.com

Filed via EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC  20549

RE:

Willamette Valley Vineyards, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed January 15, 2016

SEC File No. 001-37610

Dear Mr. Reynolds:

This firm represents Willamette Valley Vineyards, Inc., an Oregon corporation (“WVVI”), in connection with the above-referenced universal shelf registration statement. This letter replies to your letter dated January 29, 2016. In response to your reissuance of Comment No. 2, WVVI has deleted references in the filing to the fact that the meeting may be adjourned in certain circumstances. We respectfully note that the conduct of shareholder meetings is a matter of state law, and notwithstanding the removal of the language that gives rise to the comment, ORS 60.219 permits adjournment of a meeting upon the approval of a majority of shares “represented at the meeting, whether or not a quorum.” It is therefore possible that shares represented at the meeting in person, rather than by proxy, may comprise such a majority. Accordingly, while WVVI will not solicit proxies for the voting of shares upon a motion for adjournment, the meeting may, in fact, be adjourned in accordance with applicable state law. Accordingly, we have not deleted from the filing the notion that events may take place “at any adjournment or postponement” of the meeting.

We believe this response addresses the Staff’s comment and accordingly, WVV is filing herewith a Definitive Proxy Statement on Schedule 14A, and expects to begin soliciting proxies promptly as described therein. If you have any further questions regarding this matter, please do not hesitate to call me at me at (206) 757-8170.

Sincerely,

Davis Wright Tremaine LLP

/S/  Marcus Williams

cc:           James Bernau, Willamette Valley Vineyards, Inc.

Mail Stop 3561

January 29, 2016

Via E -mail
James W. Bernau
President and Chief Executive Officer
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

Re: Willamette Valley Vineyards, Inc.
 Form PRE 14A
 Response Dated January 15, 2016
File No. 001-37610

Dear Mr. Bernau :

We have reviewed  your January 15, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to com ments in our January 8,
2016  letter .

General

1. We note your response to comment 2 and we reissue the comment.  If you wish to obtain
authority to adjourn the meeting to solicit additional proxies, please revise your proxy
card and disclosure to clearly reflect such purpose.

James W. Bernau
Willamette Valley Vineyards, Inc.
January 29, 2016
Page 2

 Please contact Hillary Daniels at (202) 551 -3959 or James Lopez at (2 02) 551 -3536 with
any questions .

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Marcus Williams, Esq.
Davis Wright Tremaine LLP

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January 15, 2016

Suite 2200

1201 Third Avenue

Seattle, WA  98101-3045

Marcus Williams

(206) 757-8170  tel

(206) 757-7700  fax

MarcusWilliams@dwt.com

Filed via EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC  20549

RE:

Willamette Valley Vineyards, Inc.

Form PRE 14A

Filed December 24, 2015

SEC File No. 001-37610

Dear Mr. Reynolds:

This firm represents Willamette Valley Vineyards, Inc., an Oregon corporation (“WVVI”), in connection with the above-referenced proxy statement relating to a special meeting of the holders of the Series A Redeemable Preferred Stock. This letter replies to your letter to James W. Bernau, President and Chief Executive Officer of WVVI, dated January 8, 2016. For the sake of convenience of reference, we have set forth below in bold the text of the comments from the Securities and Exchange Commission (the “SEC”), followed by WVVI’s responses.

General

1.

We note that you are asking shareholders to approve an increase in the number of authorized Series A Redeemable Preferred Stock.  Please tell us what consideration you gave to providing financial information pursuant to Item 11(e) and Item 13 of Schedule 14A. Refer to Instruction 1 to Item 13.

We note that in Instruction 1 to Item 13, information required by Item 13(a) which “is not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted.” We note that the instruction further provides that “In the usual case the information is deemed material to the exercise of prudent judgment where the matter to be acted upon is the authorization or issuance of a material amount of senior securities.” (emphasis added) However, we do not believe this matter presents the “usual case” in which the required financial information would be material to the exercise of prudent judgment for the existing holders of Series A Redeemable Preferred Stock (the “Series A Preferred”). There are two reasons for this belief. First, as indicated in Proposal No. 1, the registrant is seeking approval to increase the number of shares authorized in the current class, not a senior class or series of securities. That being the case, the second sentence of this instruction would seem to be inapplicable, or at least to support the contention that the “exercise of prudent judgment” would support the omission of these data. Second, with respect to Proposal No. 2, the matter to be acted upon relates to the authorization for future issuances of capital stock, but any such transactions are not currently contemplated and this proposal is offered only to allow the registrant’s board of directors the flexibility to use one or more different classes or series of preferred stock in the future. The terms, and ultimately the possibility, of any such issuance are unknown and unknowable at present, and accordingly any information presented on a pro forma basis under Items 8-04 and 8-05 of Regulation S-X would be confusing at best. Accordingly, we respectfully submit that the financial information required by Item 13(a) is not relevant to the exercise of prudent judgment for the questions at hand.

John Reynolds

Securities and Exchange Commission

January 15, 2016

Page 2

2.

It appears you seek discretionary authority to adjourn the meeting for the purpose of soliciting additional proxies.  Please note that the staff does not view such postponement or adjournment as a matter “incident to the conduct of the meetings,” as described in Rule 14a-4(c)(7). If you wish to obtain authority to adjourn the meeting and solicit additional proxies, please revise your proxy card and disclosure accordingly.

Please see the revised preliminary proxy statement and proxy card filed as of the same date as this letter which we have revised to obtain authority to adjourn the meeting if required to solicit additional proxies.

We further acknowledge 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.

We look forward to working with the Division to resolve all concerns with WVVI’s registration application. If you have any questions regarding this letter, the enclosed materials, or the documents filed with the SEC, please do not hesitate to call me at me at (206) 757-8170.

Sincerely,

Davis Wright Tremaine LLP

/S/  Marcus Williams

cc:           James Bernau, Willamette Valley Vineyards, Inc.

Mail Stop 3561

January 8, 2016

Via E -mail
James W. Bernau
President and Chief Executive Officer
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

Re: Willamette Valley Vineyards, Inc.
 Form PRE 14A
Filed December 24, 2015
File No. 001-37610

Dear Mr. Bernau :

We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may be tter understand your disclosure .

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note that you are asking shareholders to approve an increase i n the number of
authorized Series A Redeemable Preferred Stock.  Please tell us what consideration you
gave to providing financial information pursuant to Item 11(e) and Item 13 of Schedule
14A.  Refer to Instruction 1 to Item 13 .

2. It appears that you seek  discretionary authority to adjourn the meeting for the purpose of
soliciting additional proxies.  Please note that the staff does not view such postponement
or adjournment as a matter “incident to the conduct of the meetings,” as described in Rule
14a-4(c)(7).  If you wish to obtain authority to adjourn the meeting to solicit additional
proxies, please revise your proxy card and disclosure accordingly.

James W. Bernau
Willamette Valley Vineyards, Inc.
January 8, 2016
Page 2

 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 company and its management are
in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
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 to the filing; and

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

Please contact Hillary Daniels  at (202) 551 -3959  or James Lopez  at (202) 551 -3536  with
any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director
Office of Beve rages, Apparel, and
Mining

cc: Marcus Williams, Esq.
Davis Wright Tremaine LLP

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August 11, 2015

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn:  Division of Corporation Finance

Re:

HomeStreet, Inc.

Form S-3 Registration Statement

Registration No. 333-205174

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Willamette Valley Vineyards, Inc., an Oregon corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 1:00 p.m. Eastern Daylight Time on August 11, 2015, or as soon thereafter as practicable.

In addition, we confirm the following:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

Willamette Valley Vineyards, Inc.

/s/ James W. Bernau

James W. Bernau

President and Chief Executive Officer

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August 10, 2015

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn:  Division of Corporation Finance

Re:

HomeStreet, Inc.

Form S-3 Registration Statement

Registration No. 333-205174

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Willamette Valley Vineyards, Inc., an Oregon corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 1:00 p.m. Eastern Daylight Time on August 11, 2015, or as soon thereafter as practicable.

In addition, we confirm the following:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Willamette Valley Vineyards, Inc.

By:

/s/ James W. Bernau

James W. Bernau

President and Chief Executive Officer

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August 10, 2015

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn:  Division of Corporation Finance

Re:

HomeStreet, Inc.

Form S-3 Registration Statement

Registration No. 333-205174

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Willamette Valley Vineyards, Inc., an Oregon corporation (the “Company”), hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that the registration statement will become effective at 4:30 p.m. Eastern Daylight Time on August 10, 2015, or as soon thereafter as practicable.

In addition, we confirm the following:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Willamette Valley Vineyards, Inc.

By:

/s/ James W. Bernau

James W. Bernau

President and Chief Executive Officer

August 5, 2015

Via E -mail
James W. Bernau
President and Chief Executive Officer
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

Re: Willamette Valley Vineyards, Inc.
  Amendment No. 1 to Registration Statement on Form S-3
Filed July 31, 2015
  File No. 333 -205174

Dear Mr. Bernau :

We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.   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 registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our July 15, 2015 letter.

General

1. We note the response to prior comment one that you may change the offering price
through a post -effective amendment, or if available, a prospec tus supplement.  Please
clarify the extent to which the company has the discretion to change the price and the
timing of such changes.  In addition, to the extent there is discretion to change the price,
including any decrease, the current disclosure does not reflect this.  We also note the risk
factor regarding the increase in price as the offering continues.  Please revise throughout
to clearly reflect the ability of the company to change the price, including decreasing the
price, and the risk to sharehol ders, particularly those that bought earlier in the offering as
a result.  Provide the basis for your statements regarding the reason for the price increase
due to the decreased risk or remove.

James W. Bernau
Willamette Valley Vineyards, Inc.
August 5, 2015
Page 2

2. We note the escrow agreement filed as an exhibit.  However, it does not reflect the terms
of the offering, regarding the minimum or how the escrow agent will determine the
minimum has been reached and the process for releasing funds from escrow once the
minimum has been reached.  Please revise or advise.

Please contact Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with
any questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director

cc: Marcus J. Williams
     Davis Wright Tremaine LLP

July 15, 2015

Via E -mail
James W. Bernau
President and Chief Executive Officer
Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

Re: Willamette Valley Vineyards, Inc.
  Registration Statement on Form S-3
Filed June 23, 2015
  File No. 333 -205174

Dear Mr. Bernau :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.   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 registration statement and the information you
provide in response to these comments, we may have additional comments .

General

1. Please clarify whether the company has any discretion to change the prices set forth in
the table on page 4.

2. On page 5 and elsewhere in the document you state that the Series A Redeemable
Preferred Stock will be entitled to receive dividends  at a rate equal to 5.3% per year.
However, Attachment A to Exhibit 4.1 indicates that the dividend rate is 5.0% per year.
Please reconcile.

3. Please file the escrow agreement as an exhibit.

We urge all persons who are responsible for the accuracy and ad equacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and

James W. Bernau
Willamette Valley Vineyards, Inc.
July 15, 2015
Page 2

 all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a com pany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a wr itten statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for a cceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Ronald E. Alper at (202) 551 -3329 or  Pam Howell  at (202) 551 -3357  with
any questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director

cc: Marcus J. Williams
      Davis Wright Tremaine LLP

December 11 , 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 completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
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    willamette_corresp-15377.htm

United States Securities and Exchange Commission

Washington D.C. 20549

Division of Corporation Finance

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 Tia L. Jenkins,

This letter has been prepared in response to the comments you made in your letter to us dated November 5, 2012. Based on and in response to your comments, our future filings will be revised to include the requested disclosures as follows:

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 decreased 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 2010.

Management Response: Cost of Sales was $7,944,935 and $9,679,414 for the years ended December 31, 2011 and 2010, respectively.  This represents a decrease of $1,734,779 or 17.9%.  Approximately 45% of this reduction can be attributed to the reduction in wine sales, 22% can be attributed to improvements in the margins on wine sales due to efficiencies in growing and processing the grapes, 20% is attributable to reductions in low margin bulk wine sales, and 13% is attributable to other causes.

Note 1 – Summary of Operations, Basis of Presentation and Significant 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 address the following:

1

·

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

Management Response: Effective September 1, 2011, the Company entered into an agreement with Young’s Market Company for distribution of Company-produced wines in Oregon and Washington.   The terms of this contract include exclusive rights to distribute Willamette Valley Vineyard’s wines in Oregon and Washington for seven  years.  In an effort to facilitate the transition with as little disruption as possible, Young’s Market Company has agreed to compensate Willamette Valley Vineyards for ongoing Oregon sales and branding efforts.  As a result, the Company is due to receive $250,000 per year starting on September 2011 for each of the next four years for a total of $1,000,000. As of December 31, 2011 the Company has recorded a distribution agreement receivable in the amount of $750,000, with $250,000 being current  and $500,000 being long-term in nature based on the payment due dates.  The total amount of $1,000,000 to be received by the Company related to this agreement is being recognized as revenue on a straight line basis over the seven year life of the agreement. For the year ended December 31, 2011, the Company has recognized revenue related to this agreement in the amount of $47,619, recorded to other income.

·

On page 45 you disclose the change from distributing wine internally with Bacchus Distribution to an outside third 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 Management’s Discussion and Analysis, how this new arrangement will increase 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.

Management Response: Management believes cessation of self-distribution activity, and utilization of Young’s Market Company to distribute Company-produced wines in Oregon, will result in increased gross margins by eliminating the sale of low-margin, purchased wines.  In 2011, purchased wine sales account for approximately 20% of total sales.  These sales generated a gross margin of approximately 19%.  The remaining 80% of sales were generated primarily through the sale of Company-produced wine, and generated a gross margin of approximately 56%.  In 2011, the overall Company gross margin was 49%.  By eliminating the sale of purchased wines from Company operations, Management expects Company gross margins to approach 56%.

Management believes cessation of self-distribution activity, and utilization of Young’s Market Company to distribute Company-produced wines in Oregon, will reduce operating expenses.  In 2011, total selling, general and administrative expenses were $6,216,833.  Of this, $1,148,825 is attributable to self-distribution activities.  Management expects that with the elimination of self-distribution activities, most of these operating expenses will be eliminated.  Management expects to incur selling, general and administrative expenses of approximately $5,200,000 during 2012.

At December 31, 2011, purchased wine inventory balance was $612,989.  Management expects to liquidate this inventory at or above cost during 2012.  There are no other balance sheet amounts related to the cessation of self-distribution activities that are expected to have a material impact on future financial performance.

Revenue Recognition, page 34

3.

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

Management Response: The Company has price incentive programs with our distributors to encourage product placement and depletions.  In accordance with FASB ASC 605-50, Revenue Recognition - Customer Payments and Incentives, when recording a sale to the customer, an incentive program liability is recorded to accrued liabilities and sales are reported net of incentive program expenses.  Incentive program payments are made when completed incentive program payment requests are received from customers.  Incentive payment to a customer reduces the incentive program accrued liability. For the years ended December 31, 2011 and 2010, the Company recorded incentive program expenses of $599,004 and $577,547, respectively, as a reduction in sales on the income statement. As of December 31, 2011 and 2010, the Company has recorded an incentive program liability in the amount of $91,449 and $78,828, respectively, which is included in accrued expenses on the balance sheet.

2

Note 11- Commitments and Contingencies, page 42

Operating Leases, page 43

4.

We note you entered into 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 of $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 grapes payable balances recorded on your balance sheet and presented in your contractual obligation table. Please provide draft disclosure to be included in future filings that addresses the nature of these contracts, how you account for these contracts, the timing of when you record purchases and how these contracts impact cash flow and operations in your results of operations liquidity disclosure in Management’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.

Management Response: Grapes are typically harvested and received in October of the vintage year.  Upon receipt, the grapes are weighed, and a quality analysis is performed to ensure the grapes meet the standards set forth in the purchase contract.  Based on the amount of qualifying grapes received, the full amount payable to the grower is recorded to the grapes payable liability account.  Approximately 50% of the grapes payable amount is due in November of the vintage year.  The remaining amount is due in March of the following year.  The grapes are processed into wine, which is typically bottled and available for sale between 5 months and 2 years from date of harvest.

The Company paid $244,703 and $597,522 for grapes purchased through long-term contracts during the years ended December 31, 2011 and 2010, respectively.  The Company received $262,411 and $264,072 worth of grapes from long-term contracts during the years ended December 31, 2011 and 2010, respectively.  Grapes payable includes $134,296 and $147,796 of grapes payable from long-term contracts as of December 31, 2011 and 2010, respectively.

Acknowledgements:

Willamette Valley Vineyards, Inc. acknowledges the following:

·

We are 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.

·

We 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.

We understand that you may have additional comments after reviewing our responses. Please feel free to contact the undersigned with any questions.

Sincerely,

/s/ Jim Voss

Jim Voss

Controller

Willamette Valley Vineyards, Inc.

3

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    willamette_corresp.htm

8800 Enchanted Way SE, Turner, Oregon  97392

Telephone 503.588.9463  Toll Free 800.344.9463  Fax 503.588.8894

United States Securities and Exchange Commission

Washington D.C. 20549

Division of Corporation Finance

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 Tia L. Jenkins,

We received your comment letter regarding our 2011 Form 10-K, dated November 5, 2012.  We are preparing our responses to your requests for information.  Due to the timing of the letter coinciding with our Q3 2012 10-Q earnings release, and now the Thanksgiving holidays, we are respectfully requesting additional time to prepare the response.   We will be able to provide a complete and thorough response to your comment letter by Friday, November 30, 2012.  Please let me know if this is agreeable to you.

Thank you very much for your understanding.

Sincerely,

/s/ Jim Voss

Jim Voss

Controller,

Willamette Valley Vineyards, Inc.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

     MAIL STOP 3561
 January 29, 2010
 Mr. James W. Bernau, President and Chief Executive Officer Willamette Valley Vineyards, Inc. 8800 Enchanted Way, S.E. Turner, Oregon 97392
 Re: Willamette Valley Vineyards, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
  Filed on March 31, 2009
File No. 0-21522
 Dear Mr. Bernau:   We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,
           John Reynolds         A s s i s t a n t  D i r e c t o r    cc: Willamette Valley Vineyards, Inc.   FAX:  503/362-0062

CORRESP
1
filename1.htm

    Unassociated Document

    December
15, 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
December 2, 2009, in which you had two 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.

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

    1.           Commission’s
Comment:  We note from your response to comment 2 of our letter
dated November 5, 2009, you do not believe that the material weakness related to
the lack of adequate job sufficient accounting and finance personnel has had a
pervasive effect upon your financial reporting due to your ability to make the
necessary reconciling adjustments to your financial
statements.  Please tell us whether the necessary reconciling
adjustments are identified by management or by your auditors.  To the
extent they are identified by your auditors, explain to us why you believe that
the impacts of inadequate accounting and finance personnel are limited to those
areas where significant audit adjustments arose and do not affect all areas of
financial reporting.

    Company
Response:  The
Company has amended its 2008 Form 10-K to provide disclosures responsive to the
Commission’s comments. The reconciling adjustments posted to our 2008
closing trial balance were identified by both the company’s internal accounting
personnel and our auditors after our closing trial balance was provided to our
auditors for their final fieldwork in February. Of the adjustments posted during
this period, one was deemed to be a significant fourth quarter adjustment and
was disclosed in Footnote 14 of our 2008 financial
statements.   This adjustment, which increased cost of goods sold
and decreased ending inventory by $140,540 for the allocation of certain
produced wine expenditures to the cost of goods sold, was identified by our
auditors.  The other significant fourth quarter adjustment disclosed
in Note 14 of our 2008 financial statements for the adjustment of inventory for
our year-end physical count was identified by management prior the time our
closing trial balance was provided to our auditors.   There were
other insignificant adjustments identified by both management and our auditor
after the commencement of the audit final fieldwork.

    Given the
reconciling adjustments posted during the year-end financial statement close,
combined with the year-end physical inventory adjustment, we undertook an
evaluation of the underlying causes of these errors, including an evaluation the
accounting and finance personnel, in connection with our assessment of the
effectiveness of internal control over financial reporting at December 31,
2008.   We expanded the scope of the related reconciliations and
as well as additional analysis of other accounts in light of the material
weaknesses identified.  We believe the additional procedures performed
by management subsequent to the commencement of our auditors fieldwork, but
prior to the filing of our Form 10-K mitigated the risk of material misstatement
in the financial statements.

    Item 10. Directors,
Executive Officers and Corporate Governance, page 44

    1.           Commission’s
Comment:  We note that you disclose various positions held by
Mr. Fox, but you do not state the years in which he occupied such positions or
the principal business of the identified company.  Please revise to
provide this information.  See Item 401(e)(1) of Regulation
S-K.

    Company
Response:  In
response to the Commission’s comment, 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. 20549-3561

       MAIL STOP 3561
 December 2, 2009
 Mr. James W. Bernau, President and Chief Executive Officer Willamette Valley Vineyards, Inc. 8800 Enchanted Way, S.E. Turner, Oregon 97392
 Re: Willamette Valley Vineyards, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
  Filed on March 31, 2009
File No. 0-21522
 Dear Mr. Bernau:
 We have reviewed your response letter  dated November 30, 2009 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some comments, we have asked you to provide us with
additional information so we may better understand your disclosure.  Please do so within
the time frame set forth below.  You should comply with the remaining comments in all
future filings, as applicable.  Please c onfirm in writing that you will do so and also
explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of  your responses, we may raise additional
comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter

Mr. James W. Bernau
Willamette Valley Vineyards, Inc. December 2, 2009 Page 2   Item 10. Directors, Executive Officer s and Corporate Governance, page 7

1. We note that you disclose various previ ous positions held by Mr. Fox, but you do
not state the years in which he occupied su ch positions or the principal business of
the identified company.  Please revise to  provide this information.  See Item
401(e)(1) of Regulation S-K.
 Controls and Procedures, page 41

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

1. We note from your response to comment 2 of our letter dated November 5, 2009,
you do not believe that the material weakne ss related to the lack  of adequate job
sufficient accounting and finance personne l has had a pervasiv e effect upon your
financial reporting due to your ability  to make the necessary reconciling
adjustments to your financial statements.  Please tell us whether the necessary
reconciling adjustments are id entified by management or by your auditors.  To the
extent they are identified by your auditors, explain to us why you believe that the
impacts of inadequate accounting and fi nance personnel are limited to those areas
where significant audit adjustments arose a nd do not affect all areas of financial
reporting.
 Closing comments

  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. James W. Bernau
Willamette Valley Vineyards, Inc. December 2, 2009 Page 3    Any questions regarding the accounting comments may be directed to David
Walz at (202) 551-3358.  Questions  on other disclosure issues may be directed to Cathey
Baker at (202) 551-3326 or to Pam Howell at  (202) 552-3357, who supervised the review
of your filing.          S i n c e r e l y ,             John Reynolds         A s s i s t a n t  D i r e c t o r    cc:  Willamette Valley Vineyards, Inc.  FAX:  503/362-0062

CORRESP
1
filename1.htm

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

      MAIL STOP 3561
 November 5, 2009
 Mr. James W. Bernau, President Willamette Valley Vineyards, Inc. 8800 Enchanted Way, S.E. Turner, Oregon 97392
 Re: Willamette Valley Vineyards, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008  File No. 0-21522
  Filed on March 31, 2009

Dear Mr. Bernau:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some comments, we have asked you to provide us with additional information so we may
better understand your disclosure.  Please do so within the time fram e set forth below.
You should comply with the remaining comment s in all future filings, as applicable.
Please confirm in writing that you will do so and also explain to us how you intend to
comply, within the time frame set forth below.   Please understand that after our review of
all of your responses, we may raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter

Mr. James W. Bernau
Willamette Valley Vineyards, Inc.
November 5, 2009 Page 2   Controls and Procedures, page 41

 Evaluation of Disclosure Cont rols and Procedures, page 41

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

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

2. Revise the discussion of internal controls  over financial report ing to clarify when
each of the material weaknesses was identi fied and by whom, as well as when the
material weakness first began.  Discu ss 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 disc losure if that is th e case or explain to
us why you believe the weaknesses have  not had a pervasive effect.
 Executive Compensation, page 46

3. We note that Mr. Fox has signed the Fo rm 10-K as the CFO/Controller and
Principal Accounting Officer.  Please e xplain why he is not included in the
disclosure regarding officers and director s set forth in Item 401 of Regulation S-
K.
 Closing comments

  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
 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 all in formation required under

Mr. James W. Bernau
Willamette Valley Vineyards, Inc. November 5, 2009 Page 3  the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company 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 to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Any questions may be directed to Ca they Baker at (202) 551-3326 or to Pam
Howell at (202) 552-3357, who superv ised the review of your filing.

        S i n c e r e l y ,
           John Reynolds         A s s i s t a n t  D i r e c t o r    cc: Willamette Valley Vineyards, Inc.  FAX:  (503) 362-0062

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        January 26, 2007
Mr. James W. Bernau
President
Willamette Valley Vineyards, Inc.
8800 Enchanted Way, SE
Turner, OR  97392

Re: Willamette Valley Vineyards, Inc.
  Form 10-KSB for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  Form 10-Q for the Quarterly Period Ended September 30, 2006
  Filed November 14, 2006
  File No. 0-21522

Dear Mr. Bernau:

We have completed our review of your Form 10-KSB and related filings and have no
further comments at this time.

Sincerely,

William Choi
Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 23, 2007

By Facsimile and EDGAR Filing

Mr. William Choi
Branch Chief
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

	RE: Comment Letter of January 9, 2007 - Willamette Valley Vineyards,
Inc.

Dear Mr. Choi:

We have reviewed the Comment Letter of January 9, 2007 and provide our
responses below, which are keyed to correspond to your numbered comments.
Based on your comments, future filings will be revised to address the Comment
Letter and responses provided herein.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

Description of Business

Vineyard

1.  We note your response to our prior comment one.  Please confirm that you
will disclose the significant terms of this purchase agreement in future
filings.

We will clarify our future filings accordingly.

Notes to Financial Statements

1. Summary of Operations, Basis of Presentation and Significant Accounting
Policies

Cost of Goods Sold

2.  We note your response to our prior comment two.  Please disclose the
methodology you use to allocate fixed costs to inventory in future filings.

We will clarify our future filings accordingly.

We understand that you may have additional comments after reviewing our
responses.  Please feel free to contact the undersigned with any questions.

Very truly yours,

Sean M. Cary
Chief Financial Officer
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        January 9, 2007
Mr. James W. Bernau
President
Willamette Valley Vineyards, Inc.
8800 Enchanted Way, SE
Turner, OR  97392

Re: Willamette Valley Vineyards, Inc.
  Form 10-KSB for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  Form 10-Q for the Quarterly Period Ended September 30, 2006
  Filed November 14, 2006
  File No. 0-21522

Dear Mr. Bernau:

We have reviewed your response letter dated December 15, 2006 and have the following
comments.  Where indicated, we think you should revise your future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanations.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

Description of Business

Vineyard

1. We note your response to our prior comment one.  Please confirm that you will disclose the significant terms of this purchase agreement in future filings.

Notes to Financial Statements

Mr. James W. Bernau
Willamette Valley Vineyards, Inc.
January 9, 2007 Page 2

1.  Summary of Operations, Basis of Pres entation and Significant Accounting Policies

Cost of Goods Sold

2. We note your response to our prior comment two.  Please disclose the methodology you use to allocate fixed costs to inventory in future filings.

* * * * *

 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.

 You may contact Scott Ruggiero at (202) 551-3331 or Andrew Blume at (202) 551-3254 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3716 with any other questions.

Sincerely,

William Choi
Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 15, 2006

By Facsimile and EDGAR Filing

Mr. William Choi
Branch Chief
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

	RE: Comment Letter of December 1, 2006 - Willamette Valley Vineyards,
Inc.

Dear Mr. Choi:

We have reviewed the Comment Letter of December 1, 2006 and provide our
responses below, which are keyed to correspond to your numbered comments.
Based on your comments, future filings will be revised to address the Comment
Letter and responses provided herein.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

Description of Business

Vineyard

1. We note that you entered into a long-term grape purchase agreement with a
grower from whom you must purchase their yield at fixed contract prices
through 2015.  Please revise future filings to disclose the significant terms
of the long-term grape purchase agreement in the footnotes to your financial
statements.  Please also disclose the future minimum payments under the
agreement, as applicable.  In responding to our comment, please provide us
with all pertinent terms of the agreement, including the quantities to be
purchased, repercussions for non-performance, and any provisions that convey
the right to use of the underlying property.

The long-term grape purchase agreement the Company entered into was for 40
acres of Pinot Gris and 50 acres of Riesling, each planted in 2005.  The
Company agreed to purchase the wine grape crop produced by the specific
vineyard location for fixed prices per ton according to the following
schedule:
	Year of Delivery		Price per Ton
	2007 					$850
	2009 					$854
	2011 					$859
	2013 					$863
	2015 					$867
The Company is obligated to purchase 100% of the crop produced, up to 5.0 tons
per acre for Pinot Gris and 6.0 tons per acre for Riesling, equating to
maximum payments of $433,500 per year.  We cannot calculate the minimum
payment as such a calculation is dependent in large part on an unknown - the
amount of grapes produced in any given year.  If there are no grapes produced
in any given year, or if the grapes are rejected for failure to meet
contractual quality standards, the Company has no payment obligation for that
year.  Failure of the Grower to comply with the provisions of the contract
would constitute a default, allowing the Company to recover damages, including
expected lost profits.  The Company has no right to use of the underlying
property.

Notes to Financial Statements

1. Summary of Operations, Basis of Presentation and Significant Accounting
Policies

Cost of Goods Sold
2.	Please tell us how you allocate administrative support, purchasing,
receiving, warehousing, and other fixed overhead costs to inventory units.
Please also tell us the percentage of the total cost that these various fixed
costs represent.

Administrative support, purchasing, receiving and most other fixed overhead
costs are expensed as Selling, General and Administrative expenses without
regard to inventory units.  Warehouse and production facilities costs, which
make up less than 10 percent of total costs, are allocated to inventory units
on a per gallon basis during the production of wine, prior to bottling the
final product.  No further costs are allocated to inventory units after
bottling.

11. Commitments and Contingencies

3.	We note that you deferred only a portion of the total gain on your
December 2005 sale-leaseback transaction.  Since it appears you recognized
the remaining gain in income on the date of sale, please tell us and clarify
your disclosures in future filings to clearly indicate why you did not defer
the entire gain on the sale.

The December 2004 sale transaction included 75.3 acres of property.  The
leaseback transaction was for 12.7 acres of planted vineyard and 30 acres of
land that was planted with wine grapes in 2005.  The resulting leaseback
portion of the property is 42.7 acres, while the remaining 32.6 acres is not
subject to the leaseback.  The gain related to the 42.7 acres was deferred
over the life of the lease, while the gain related to the 32.6 acres was
recognized in the period of the sale transaction.

We will clarify our future filings accordingly.

Controls and Procedures

4.	We note your disclosure that your Chief Executive Officer and Chief
Financial Officer concluded that your disclosure controls and procedures were
effective to ensure that information required to be disclosed in your filing
is recorded, processed, summarized, and reported within the time periods
specified in the SEC's rules and forms.  Please confirm to us, if true, and
revise your disclosure in future filings to indicate that your officers
concluded that your disclosure controls and procedures were also effective to
ensure that information required to be disclosed in the reports that you file
or submit under the Exchange Act is accumulated and communicated to
management, including, your principal executive and financial officers, to
allow timely decisions regarding required disclosure.  Refer to Exchange Act
Rule 13a-15(e).

	Based on evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as of
September 30, 2006 were effective to ensure that information required to be
disclosed by the Company in the reports it files or submits under the
Securities and Exchange Act of 1934 is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.

	We will revise our future filings accordingly.

5.	We note that you designed your disclosure controls and procedures to
provide "reasonable assurance" of achieving the desired control objectives.
In future filings, please revise your conclusion that your disclosure controls
and procedures were effective to reflect, if true, that the disclosure
controls and procedures were effective at the "reasonable assurance" level.
Please refer to Part II.F.4 of SEC Release No. 33-8238 for guidance.  Please
note your statement that a control procedure "can provide only reasonable,
not absolute, assurance that the objectives of the control procedure are met"
is not sufficient in this regard.

	We will revise our future filings accordingly.

Form 10-QSB for the Quarter Ended September 30, 2006

Notes to Unaudited Interim Financial Statements

2) Stock Based Compensation

6.	We note that you adopted SFAS No. 123(R) effective January 1, 2006.
Please revise future filings to disclose the effect of the change on income
before income taxes, net income, cash flow from operations, cash flow from
financing activities and basic and diluted earnings per share.  Please also
disclose the methodology you used to transition to accounting for stock-based
compensation using the fair value method.  For awards modified in anticipation
of adopting SFAS 123(R), please tell us and disclose the reasons for modifying
the terms of the applicable awards.  Refer to paragraphs 74-78 and 84 of
SFAS No. 123(R) and SAB Topic 14-K.

	On December 12, 2005 the Board of Directors of Willamette Valley
Vineyards, Inc. (the "Company") approved the accelerated vesting (the
"Acceleration") of unvested stock options to purchase 130,750 shares of common
stock previously granted to employees and officers under the Company's 1992
Stock Incentive Plan and 2002 Stock Option Plan with exercise prices of $1.46-
$4.98 per share.  The Acceleration was effective as of December 23, 2005, and
the exercise prices of all the options vested were not changed. 	As a
result of the Acceleration, the Company expected to reduce its exposure to the
effects of the Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standard ("SFAS") No. 123(R), Share-Based Payment.  The
Acceleration resulted in an increase in pro-forma stock-based compensation
expense net of tax of approximately $114,897 in 2005 and a reduction in future
stock-based compensation expense and administrative costs associated with
complying with SFAS No. 123(R).

	After reviewing SFAS No. 123(R), SAB Topic 14-K and FIN 44, we
determined that the lives of the awards, the exercise prices and the number of
shares to be issued were unchanged by the Acceleration.

	We will revise our future filings accordingly.

7.	Please reconcile for us the difference between the product of the
shares and weighted average exercise price of options exercised during the
nine months ended September 30, 2006 and the amount you present as proceeds
from stock options exercised in the cash flows from financing activities
section of your statement of cash flows for the same period.

                                          Exercise        Proceeds
                               Shares       price       from Exercise

  Stock Options Exercised       4,000    $  3.289     $  13,156.00
                                1,000       3.00          3,000.00
                                1,500       1.81	  2,715.00
                                4,000       1.5625	  6,250.00
                                1,500       1.50	  2,250.00
                                7,500       3.76	 28,200.00
                                1,000       2.75	  2,750.00
                               10,000       1.75	 17,500.00
                                6,500       1.6875	 10,968.75
                               30,000       1.5625	 46,875.00
                                4,000       1.50	  6,000.00
                                8,000       1.46	 11,680.00
                               25,000       1.75	 43,750.00
                                4,000       1.5625	  6,250.00
                                1,500       1.50	  2,250.00

  Total Options               109,500    $  1.8593     $ 203,594.75

  Stock Warrant Exercised      15,000    $  3.42       $  51,300.00

  Total from Option and
    Warrant Exercise          124,500    $  2.0473     $ 254,894.75

There was a rounding or typing error in weighted average exercise price
presented in the stock option activity table for the nine months ended
September 30, 2006.  The weighted average was presented as $1.85, and was
actually $1.8593, rounding to $1.86.

This letter also will confirm the Company's understanding and acknowledgement
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.

We understand that you may have additional comments after reviewing our
responses.  Please feel free to contact the undersigned with any questions.

Very truly yours,

Sean M. Cary
Chief Financial Officer
</TEXT>
</DOCUMENT>

Mail Stop 3561
        December 1, 2006
Mr. James W. Bernau
President
Willamette Valley Vineyards, Inc.
8800 Enchanted Way, SE
Turner, OR  97392

Re: Willamette Valley Vineyards, Inc.
  Form 10-KSB for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  Form 10-Q for the Quarterly Period Ended September 30, 2006
  Filed November 14, 2006
  File No. 0-21522

Dear Mr. Bernau:

We have reviewed your filings and have the following comments.  We have
limited our review to your fi nancial statements and relate d disclosures and do not intend
to expand our review to other portions of  your document.  Please provide a written
response to our comments.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

Description of Business

Vineyard

1. We note that you entered into a long-term grape purchase agreement with a grower from whom you must purchase their yield at fixed contract prices through
2015.  Please revise future filings to di sclose the significant terms of the long-

Mr. James W. Bernau
Willamette Valley Vineyards, Inc.
December 1, 2006 Page 2
term grape purchase agreement in the f ootnotes to your financial statements.
Please also disclose the future mini mum payments under the agreement, as
applicable.  In responding to our comment , please provide us with all pertinent
terms of the agreement, including the quant ities to be purchase d, repercussions for
non-performance, and any provisions that  convey the right to use of the
underlying property.

Notes to Financial Statements

1.  Summary of Operations, Basis of Pres entation and Significant Accounting Policies

Cost of Goods Sold

2. Please tell us how you allocate admini strative support, purchasing, receiving,
warehousing, and other fixed overhead costs to  inventory units.  Please also tell us
the percentage of the total cost that  these various fixed costs represent.

11. Commitments and Contingencies

3. We note that you deferred only a portion of  the total gain on your December 2005
sale-leaseback transaction.  Since it a ppears you recognized the remaining gain in
income on the date of sale, please tell us and clarify your disclosures in future
filings to clearly indicate why you did not defer the entire gain on sale.

Controls and Procedures

4. We note your disclosure that your Chief Executive Officer and Chief Financial Officer concluded that your disclosure c ontrols and procedures were effective to
ensure that information required to be  disclosed in your filing is recorded,
processed, summarized, and reported within  the time periods specified in the
SEC’s rules and forms.  Please confirm to us , if true, and revise your disclosure in
future filings to indicate that your officer s concluded that your disclosure controls
and procedures were also effective to ensure that information required to be
disclosed in the reports that you file  or submit under the Exchange Act is
accumulated and communicated to management, including, your principal executive and financial officers, to a llow timely decisions regarding required
disclosure.  Refer to Exchange Act Rule 13a-15(e).

5. We note that you designed your disclosure controls and procedures to provide
“reasonable assurance” of achieving the desired control objectives.  In future filings, please revise your conc lusion that your disclosure controls and procedures
were effective to reflect, if true, that th e disclosure controls and procedures were
effective at the “reasonable assurance” level.  Please re fer to Part II.F.4 of SEC
Release No. 33-8238 for guidance.  Please note your statement that a control

Mr. James W. Bernau
Willamette Valley Vineyards, Inc.
December 1, 2006 Page 3
procedure “can provide only reasonable , not absolute, assurance that the
objectives of the control procedure are me t” is not sufficient in this regard.

Form 10-QSB for the Quarter Ended September 30, 2006

Notes to Unaudited Interim Financial Statements

2)  Stock Based Compensation

6. We note that you adopted SFAS No. 123(R) effective January 1, 2006.  Please revise future filings to disclose the eff ect of the change on income before income
taxes, net income, cash flow from
operations, cash flow fr om financing activities
and basic and diluted earnings per share.   Please also disclose the methodology
you used to transition to accounting for st ock-based compensation using the fair
value method.  For awards modified in  anticipation of adopting SFAS 123(R),
please tell us and disclose the reasons fo r modifying the terms of the applicable
awards.  Refer to paragraphs 74-78 a nd 84 of SFAS No. 123(R) and SAB Topic
14-K.

7. Please reconcile for us the difference between the product of the shares and
weighted average exercise price of options exercised during the nine months
ended September 30, 2006 and the amount you present as proceeds from stock
options exercised in the cash flows from  financing activitie s section of your
statement of cash flows for the same period.

* * * * *

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. James W. Bernau
Willamette Valley Vineyards, Inc.
December 1, 2006 Page 4
‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Scott R uggiero at (202) 551-3331 or Andrew Blume at (202)
551-3254 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact me at  (202) 551-3716 with any other questions.

Sincerely,

William Choi
Branch Chief