<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>amd3sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.
AMENDMENT NO. 3 TO
1992 STOCK INCENTIVE PLAN


     This Amendment No. 3 (the Amendment") to the 1992 Stock Incentive Plan
(the "Plan") of Willamette Valley Vineyards, Inc. (the "Company") is effective
as of April 15, 1999.


     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 amended on July 21,1996 and July 25, 1998.

     Whereas, the Plan defines Consultant to be "a person who is engaged by
the Company or any Subsidiary (as defined in the Plan) to render consulting
services and is compensated for such consulting services and any director of
the Company whether compensated for such services or not."

     Whereas, on April 15, 1999, the Board of Directors adopted a plan to
grant up to 250 shares of the Company's common stock to certain distributors
of the Company's products if certain sales criteria are satisfied.

     Whereas, the Company wishes to issue such shares under the Plan and
desires to change the definition of the term "Consultant" thereunder to
accommodate such issuance.

     Now, therefore, subject to ratification and approval of the Amendment by
the Company's shareholders, Section 2(f) of the Plan is amended effective
April 15, 1999 to read as follows:

"Consultant" shall mean (i) any person who is engaged by the Company or any
Subsidiary to render consulting or other services as an independent contractor,
including, without limitation, distributors of the Company's or Subsidiary's
products, (ii) any vendor who provides products to or for the Company or any
Subsidiary and, with respect to both (i) and (ii), is compensated for such
services and/or products, and (iii) any director of the Company, whether or
not compensated for his or her services."




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

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