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<TYPE>EX-2
<SEQUENCE>2
<FILENAME>amd1sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.
AMENDMENT NO. 1 TO
1992 STOCK INCENTIVE PLAN


     This Amendment No. 1 (the "Amendment") to the 1992 Stock Incentive Plan
(the "Plan") of Willamette Valley Vineyards, Inc. (the "Company") is effective
as of July 21, 1996.


     Whereas, the Plan was adopted to enable the Company to provide financial
incentives in the form of equity in the Company to the Company's employees,
directors and consultants.

     Whereas, the Plan was adopted in 1992.

     Whereas, the Plan as adopted has a total of 175,000 shares reserved for
issuance and as of May 31, 1996, 19,000 shares were available for future
grants.

     Whereas, the Board of Directors believes that the availability of stock
incentives is an important factor in the Company's ability to continue to
attract and retain experienced and competent employees and to provide an
incentive to them to exert their best efforts on behalf of the Company and
the Board of Directors  believes that additional shares will be need under
the 1992 Plan to provide appropriate incentives,

     Accordingly, the Board of Directors has approved an amendment to the
1992 Plan, subject to shareholder approval, to reserve an additional 150,000
shares of Common Stock under the 1992 Plan, thereby increasing the total
number of shares reserved under the 1992 Plan from 175,000 shares to 325,000
shares

     Whereas, the 1993 Omnibus Budget Reconciliation Act ("OBRA") became law
in August 1993.  Under the new law publicly-held companies may be limited
regarding to income tax deductions to the extent total remuneration
(including stock option exercises) for certain executive officers exceeds
$1 million in any one year.  However, OBRA provides an exception for
"performance-based " remuneration, including stock options.  The new law
requires that certain actions must be taken by a majority vote of the
shareholders in order for the stock options to qualify as "performance-
based " remuneration.

     Whereas, the 1992 Plan was previously approved by the shareholders,
regulations adopted pursuant to OBRA which establish the requirements for
stock options to be treated as "performance" based remunerations require
stock option plans to set forth the maximum number of options that may be
awarded to any employee in any year.  Accordingly, the Board of Directors,
subject to shareholder approval, approved an amendment to the 1992 Plan to
establish a limitation of 75,000 on the number of options that may be
awarded to any employee under the 1992 Plan in any calendar year.


     Now, therefore, as a result of the ratification and approval of the
Amendment by the Company's shareholders on July 21, 1996, the number of
shares reserved for the Plan shall be increased by 150,000 shares of Common
Stock thereby increasing the total number of shares reserved under the Plan
from 175,000 to 325,000 shares and the number of options awarded to any one
employee in any calendar year shall be limited to 75,000.

     Except as provided herein, the plan, as amended, shall remain
unchanged and in full force and effect.

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