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<SEC-DOCUMENT>0000838875-03-000007.txt : 20030516
<SEC-HEADER>0000838875-03-000007.hdr.sgml : 20030516
<ACCEPTANCE-DATETIME>20030515204945
ACCESSION NUMBER:		0000838875-03-000007
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030516

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLAMETTE VALLEY VINEYARDS INC
		CENTRAL INDEX KEY:			0000838875
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				930981021
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21522
		FILM NUMBER:		03707061

	BUSINESS ADDRESS:	
		STREET 1:		8800 ENCHANTED WAY S E
		CITY:			TURNER
		STATE:			OR
		ZIP:			97392
		BUSINESS PHONE:		5035889463

	MAIL ADDRESS:	
		STREET 1:		8800 ENCHANTED WAY SE
		CITY:			TURNER
		STATE:			OR
		ZIP:			97392
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>wvv031q10q.txt
<TEXT>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

___________________________________________________________

FORM 10-QSB
___________________________________________________________

Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the Quarter Ended March 31, 2003

Commission File Number 0-21522

WILLAMETTE VALLEY VINEYARDS, INC.

 (Exact name of registrant as specified in charter)

              Oregon                       93-0981021
  (State or other jurisdiction of      (I.R.S. Employer
  incorporation or organization)     Identification Number)


___________________________________________________________


8800 Enchanted Way,  S.E., Turner, Oregon 97392
 (503)-588-9463

 (Address, including Zip code, and telephone number,
including area code, of registrant's principal executive offices)

___________________________________________________________

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.

                                            [X] YES       [  ] NO

Number of shares of common stock outstanding as of March 31, 2003
4,474,854 shares, no par value

Transitional Small Business Disclosure
                                           [  ] YES        [X] NO




                  WILLAMETTE VALLEY VINEYARDS, INC.
                       INDEX TO FORM 10-QSB


Part I - Financial Information

Item 1--Financial Statements

Balance Sheet

Statement of Operations

Statement of Cash Flows

Notes to Consolidated Financial Statements

Item 2--Management's Discussion and Analysis of Financial Condition and
        Results of Operations

Item 3--Controls and Procedures

Part II - Other Information

Item 1--Exhibits and Reports of Form 8-K

Item 5--Other Information

Signatures








PART 1                 FINANCIAL INFORMATION
ITEM 1
                         Financial Statements

                  WILLAMETTE VALLEY VINEYARDS, INC.
                            Balance Sheet
                                          March 31,         December 31,
                                            2003                2002
                                        (unaudited)
ASSETS.                                 __________          __________
Current Assets:
  Cash and cash equivalents            $   205,577         $   632,183
  Accounts receivable trade, net           442,877             519,861
  Inventories                            7,394,949           7,550,291
  Prepaid expenses and other
  current assets                            53,826              47,908
  Deferred income taxes                    148,212             148,212
                                        __________          __________
Total current assets                     8,245,441           8,898,455

Vineyard development cost, net           1,689,729           1,707,274
Inventories                                520,408             520,408
Property and equipment, net              4,930,133           5,046,893
Notes receivable from officer and other     62,980              61,948
Debt issuance costs, net                    72,515              73,628
Other assets                               229,214             238,647
                                        __________          __________
Total assets                           $15,750,420         $16,547,253
                                        ==========          ==========

LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities
  Line of credit                       $ 1,526,657         $ 2,050,171
  Current portion of long term debt        237,838             237,838
  Accounts payable                         428,672             371,253
  Accrued commissions and payroll          229,879             214,029
  Income taxes payable                      68,142             111,837
  Grapes payable                           587,136             870,058
                                        __________          __________
Total current liabilities                3,078,324           3,855,186

Long-term debt                           2,878,128           2,944,511
Distributor obligation                   1,500,000           1,500,000
Deferred rent liability                     91,901              86,203
Deferred gain                              418,481             424,727
Deferred income taxes                      209,095             209,095
                                        __________          __________
Total liabilities                        8,175,929           9,019,722
                                        __________          __________
Shareholders' equity
  Common stock, no par value - 10,000,000
  shares authorized, 4,474,854 and 4,469,444
  shares issued and outstanding at March 31,
  2003 and December 31, 2002             7,163,981           7,155,162
Retained earnings                          410,510             372,369
                                        __________          __________
Total shareholders' equity               7,574,491           7,527,531
                                        __________          __________
Total liabilities and shareholders'
equity                                 $15,750,420         $16,547,253
                                        ==========          ==========
The accompanying notes are an integral part of this financial statement.


                  WILLAMETTE VALLEY VINEYARDS, INC.
                       Statement of Operations
                             (unaudited)




                                         Three months ended March 31,
                                            2003                2002
                                        __________          __________
Net Revenues
  Case Revenue                         $ 1,338,186         $ 1,257,640
  Custom Crush - Bulk Revenue              155,175                   -
                                        __________          __________
Total Revenue                            1,493,361           1,257,640

Cost of Sales
  Case                                     630,457             595,787
  Bulk                                     115,287                   -
                                        __________          __________
Total Cost of Sales                        745,744             595,787

Gross Margin                               747,617             661,853

Selling, general and
  administrative expense                   630,410             643,977
                                        __________          __________
Net operating income                       117,207              17,876

Other income (expense)
  Interest income                            1,313               1,106
  Interest expense                         (87,121)            (88,593)
  Other income                              32,169               6,246
                                        __________          __________
Net income (loss) before income taxes       63,568             (63,365)

Income tax                                 (25,427)                 -
                                        __________          __________
Net income (loss)                           38,141             (63,365)

Retained earnings beginning of
  period                                   372,369             235,894
                                        __________          __________
Retained earnings end of period        $   410,510         $   172,529
                                        ==========          ==========
Basic income (loss) per common share   $       .01         $      (.01)

Diluted income (loss) per common share $       .01         $      (.01)

Weighted average number of
basic common shares
outstanding                              4,472,459           4,466,981

Weighted average number of
diluted common shares
outstanding                              4,472,459           4,466,981


The accompanying notes are an integral part of this financial statement.


                  WILLAMETTE VALLEY VINEYARDS, INC.
                       Statement of Cash Flows
                             (unaudited)

                                         Three months ended March 31,
                                            2003                2002
                                        __________          __________
Cash flows from operating activities:
  Net income (loss)                    $    38,141        $   (63,365)
Reconciliation of net income (loss) to
 net cash provided by (used in)
 operating activities:
  Depreciation and amortization            183,765             188,397
  Gain on disposal of fixed assets          (3,004)                  -
  Stock issued for compensation              8,819                   -

Changes in assets and liabilities:
  Accounts receivable trade                 76,984              28,200
  Inventories                              155,342            (123,663)
  Prepaid expenses and other
    current assets                          (5,918)             17,574
  Note receivable                           (1,032)             10,223
  Other assets                               4,323               4,460
  Accounts payable                          57,419            (100,523)
  Accrued commissions and payroll costs     15,850             (18,630)
  Income taxes payable                     (43,695)                  -
  Grape payables                          (282,922)           (323,131)
  Deferred rent liability                    5,698               6,453
  Deferred gain                             (6,246)             (6,246)
                                        __________          __________
Net cash provided by (used in)
  operating activities                     203,524            (380,251)
                                        __________          __________

Cash flows from investing activities;
  Additions to property and equipment      (49,401)            (11,534)
  Vineyard development expenditures              -             (21,870)
  Proceeds from the sale of property
    and equipment                           15,128                   -
                                        __________          __________
Net cash used in investing activities      (34,273)            (33,404)
                                        __________          __________

Cash flows from financing activities:
  Debt issuance costs                       (5,960)                  -
  Net (decrease) increase in line of
    Credit balance                        (523,514)            147,500
  Proceeds from stocks options exercised         -              10,575
  Repayments of long-term debt             (66,383)            (63,738)
                                        __________          __________
Net cash (used in) provided by
  financing activities                    (595,857)             94,337
                                        __________          __________
Net decrease in cash and
  cash equivalents                        (426,606)           (319,318)

Cash and cash equivalents:
  Beginning of period                      632,183             504,510
                                        __________          __________
  End of period                        $   205,577         $   185,192
                                        ==========          ==========

The accompanying notes are an integral part of this financial statement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT

1) BASIS OF PRESENTATION

The interim financial statements have been prepared by the Company, without
audit and subject to year-end adjustment, in accordance with generally
accepted accounting principles, except that certain information and footnote
disclosure made in the latest annual report have been condensed or omitted
for the interim statements.  Certain costs are estimated for the full year
and are allocated to interim periods based on estimates of operating time
expired, benefit received, or activity associated with the interim period.
The financial statements reflect all adjustments, which are, in the opinion
of management, necessary for fair presentation.

Basic and diluted net income per share and Basic earnings per share are
computed based on the weighted-average number of common shares outstanding
each year. Diluted earnings per share are computed using the weighted average
number of shares of common stock and dilutive common equivalent shares
outstanding during the year.  Common equivalent shares from stock options and
other common stock equivalents are excluded from the computation when their
effect is antidilutive.  Options to purchase shares of common stock
outstanding at March 31, 2003 were not included in the computation of diluted
earnings per share because the exercise prices were greater than fair value.
Options to purchase shares of common stock outstanding at March 31,2002 were
not included in the computation of diluted earnings per share because
inclusion of such shares would be antidilutive.


2) STOCK BASED COMPENSATION

The Company accounts for the employee and director stock options in accordance
with provisions of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees.  Pro forma disclosures as required
under SFAS No. 123, Accounting for Stock Based Compensation, and as amended
by SFAS No. 148, Accounting for Stock Based Compensation - Transition and
Disclosure, are presented below.

Had compensation cost for the Company's stock option plans been determined
based on the fair value at the grant date for awards consistent with the
provisions of SFAS No. 123, the Company's net earnings would have been reduced
to the pro forma amounts indicated as follows for the quarter ended March 31:


                                          March 31,           March 31,
                                            2003                2002
                                        (unaudited)
                                        __________          __________

Net income (loss), as reported         $    38,141         $   (62,365)

Add Stock-based employee
compensation expense included in
reported net income, net of
  related tax effects                            -                   -

Deduct total stock based employee
  compensation expense determined
  under fair value based method for
  all awards, Net of related tax
  effects                                   (5,948)             (5,882)
                                        __________          __________

Pro forma net income (loss)            $    32,193         $   (68,247)

Earnings per share:
  Basic - as reported                  $      0.01         $     (0.01)
  Basic - pro forma                    $      0.01         $     (0.02)

  Diluted - as reported                $      0.01         $     (0.01)
  Diluted - pro forma                  $      0.01         $     (0.02)

For purposes of disclosure, the Black-Scholes option pricing model was used
to calculate fair values for stock options granted.  The estimated fair value
of the options is amortized to expense over the options' vesting period.


3) INVENTORIES BY MAJOR CLASSIFICATION ARE SUMMARIZED AS FOLLOW:

                                          March 31,         December 31,
                                            2003                2002
                                        (unaudited)
                                        __________          __________

Winemaking and packaging materials     $   138,071         $    96,123
Work-in-progress (costs relating
  to unprocessed and/or bulk
  wine products)                         2,844,125           2,773,750
Finished goods (bottled wines            4,933,161           5,200,826
  and related products)                 __________          __________
                                       $ 7,915,357         $ 8,070,699

Less: amounts designated for distributor  (520,408)           (520,408)
                                        __________          __________

Current inventories                    $ 7,394,949         $ 7,550,291
                                        ==========          ==========








4) PROPERTY AND EQUIPMENT CONSIST OF THE FOLLOWING:

                                          March 31,         December 31,
                                            2003                2002
                                        (unaudited)
                                        __________          __________

Land and improvements                  $   976,838         $   984,954
Winery building and hospitality center   4,567,076           4,567,076
Equipment                                4,719,908           4,670,506
                                        __________          __________
                                        10,263,822          10,222,536

Less accumulated depreciation           (5,333,689)         (5,175,643)
                                        __________          __________
                                       $ 4,930,133         $ 5,046,893
                                        ==========          ==========


5) RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This statement provides alternative
methods of transition for a voluntary change to the fair value method of
accounting for stock-based employee compensation. In addition, it amends the
disclosure requirements of SFAS 123 to require prominent disclosure in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reporting results. This statement is effective for fiscal years ending after
December 15, 2002 and for the interim periods beginning after December 15,
2002. As we continue to report stock-based employee compensation costs using
the intrinsic value method as defined by APB 25, adoption of the provisions
of the new statement affects only our disclosure of these costs, which is
presented in Note 2.


6) SUBSEQUENT EVENTS:

None.


ITEM 2
Management's Discussion and Analysis of Financial Condition
 and Results of Operations

Forward Looking Statement:

This Management's Discussion and Analysis of Financial Condition and Results
of Operation and other sections of this Form 10-QSB contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995.  These forward-looking statements involve risks and uncertainties
that are based on current expectations, estimates and projections about the
Company's business, and beliefs and assumptions made by management.  Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and variations of such words and similar expressions are intended
to identify such forward-looking statements.  Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors, including, but not limited
to:  availability of financing for growth, availability of adequate supply of
high quality grapes, successful performance of internal operations, impact of
competition, changes in wine broker or distributor relations or performance,
impact of possible adverse weather conditions, impact of reduction in grape
quality or supply due to disease, impact of governmental regulatory decisions,
and other risks detailed below as well as those discussed elsewhere in this
Form 10-QSB and from time to time in the Company's Securities and Exchange
Commission filings and reports.  In addition, such statements could be
affected by general industry and market conditions and growth rates, and
general domestic economic conditions.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

The first quarter, the weakest in the industry, has historically been the
weakest for the Company generating a net loss in all previous first quarters.
This profitable first quarter of 2003 is the Company's first resulting from
the following operating factors:

- - Higher sales to out-of-state distributors,

- - lower costs of operating the winery's retail operation, and

- - a 15% reduction in general and administrative expenses.

Additionally, the Company received an interest rebate from one of its lenders
and made a profitable custom crush sale.  Absent these events, the Company
would have broken even in its first quarter.

The Company's wine products continued to receive numerous accolades during
this first quarter. The Griffin Creek 2000 Viognier and 2001 Tualatin Estate
Semi-Sparkling Muscat received gold medals at the McMinnville Wine Classic,
while the Tualatin Estate 2001 Gewurztraminer received a silver medal. The
Company's Griffin Creek Pinot Gris 2001 received the honor of Top Pinot Gris
at the Ray's Boathouse 16th Annual Retrospective of Northwest Wines in Seattle
and the Griffin Creek Merlot 1999 received a silver medal at the Dallas
Morning News National Wine Competition. At the Wine Appreciation Guild's 13th
Annual Wine Literary Award Banquet in San Francisco, the Company had the
distinction of presenting Willamette Valley Vineyards Pinot Noir 1999, Pinot
Noir Karina Vineyard 1999 and Griffin Creek Syrah 2000 at the excluse press-
only tasting. In April, Lufthansa selected Willamette Valley Vineyards
Signature Cuvee 1998 for the first class cabin on all international flights
to and from Portland International Airport. Company president Jim Bernau and
Oregon Governor Ted Kulongoski presented Lufthansa CEO Wolfgang Mayrhuber
with a specially-engraved 5-liter bottle of Oregon Pinot Noir at a press
conference that received wide press coverage.

Griffin Creek Syrah 2000 received a rating of 90 from Wine Spectator Magazine
and Willamette Valley Vineyards Pinot Gris 2001 was named a Smart Buy.
Willamette Valley Vineyards Whole Cluster Pinot Noir 2001 was served at the
"Oregon Salutes James Beard" journalism awards dinner sponsored by the James
Beard Foundation at the New York Marriott Marquis.  Willamette Valley
Vineyards Pinot Noir Whole Cluster 2001 was rated a Best Buy by Wine
Enthusiast Magazine. Willamette Valley Vineyards Pinot Noir 1999 was named
Wine of the Week on MSNBC.com. The company's Griffin Creek Viognier 2000
received a Platinum designation from Wine Press Northwest; Tualatin Estate
Semi-Sparkling Muscat 2001 and Willamette Valley Vineyards Founders' Reserve
Pinot Gris were rated Double Gold. Griffin Creek Cabernet Sauvignon 1999 was
named Gold in the same tasting, the annual Platinum Awards.




RESULTS OF OPERATIONS

Revenue

Winery Operations
The Company's revenues from winery operations are summarized as follows:

                                         Three months ended March 31,
                                            2003                2002
                                        __________          __________

Tasting Room sales & Rental Income     $   295,667         $   340,062
On-site and off-site festivals              43,170              45,826
In state sales                             554,345             540,008
Out of state sales                         484,224             367,878
Custom crush /bulk wine /misc sales        155,175                   -
                                        __________          __________
Gross Revenue                            1,532,581           1,293,774

Less Excise Taxes                           39,220              36,134
                                        __________          __________
Net Revenues                           $ 1,493,361         $ 1,257,640
                                        ==========          ==========

Tasting room and retail sales, and rental income for the three months ending
March 31, decreased 13% to $295,667 in 2003 from $340,062 for the same period
in 2002. Tasting room and retail sales decreased during the first quarter of
2003 due in part to turnover of personnel in the Key Customer Service program.

On-site and off-site festival sales for the first quarter of 2003 decreased
6% to $43,170 from $45,826 over the first quarter of 2002. This decrease is
due primarily to the continuing focus away from on-site and off-site events,
and towards telephone, mail order and retail sales.

Sales in the state of Oregon, through the Company's independent sales force
and through direct sales from the winery, increased 3% to $554,345 in the
first quarter of 2003 from $540,008 in the first quarter of 2002. Sales
through the Company's independent sales force alone for the first quarter of
2003 increased 5% to $496,476 from $471,727 over the first quarter of 2002.

Out-of-state sales in the first quarter of 2003 increased 32% to $484,224
from $367,878 in the first quarter of 2002. The Company's distributors
experienced higher depletions during the first quarter of 2003, after working
through much of their excess inventories in the prior year.

Excise taxes

The Company's excise taxes increased in the first quarter of 2003 to $39,220
from $36,134 the same period in 2002. This was due in part to the increased
sales in the first quarter of 2003, increasing overall sales volumes and
taxes paid by volume.

Gross Profit

Winery Operations

As a percentage of revenue, gross profit for the winery operations decreased
to 50% in the first quarter of 2003 as compared to 53% in the first quarter
of 2002.  After adjusting for the sale of bulk wines and custom crush fees in
the first quarter of 2003, the gross margin would be 53% in the first quarter
of 2003. We believe this non-GAAP disclosure provides a useful comparison to
the first quarter of 2002.  The Company is continuing its focus on, and
improved distribution of, higher margin products, as well as continuing to
reduce grape and production costs.

The Company finalized an agreement with one of its grape growers to perform
custom crush and winemaking services for excess grapes delivered in 2001.  The
agreement required the customer to pay the Company a set fee for the services
provided.  The Company agreed to take partial payment in the form of two
stainless steel tanks the customer had previously purchased in 2001 and stored
at the Turner site.  These tanks were valued at the initial purchase price for
the credit as a partial payment by the customer.

Selling, General and Administrative Expense

Selling, general and administrative expenses decreased 2% to $630,410 in the
first quarter of 2003 from $643,977 in the first quarter of 2002. As a
percentage of revenue from winery operations, selling, general and
administrative expenses decreased to 42% in the first quarter of 2003 from
51% in the first quarter of 2002.  In a continued effort to reduce overhead
and reliance on credit, the Company elected not to fill several positions
vacated by employee turnover, and continued to manage sales expenditures to
produce quantifiable increases in revenues.


Interest Income, Other Income and Expense

Interest income increased to $1,313 for the first quarter of 2003 from $1,106
for the first quarter of 2002.  Interest expense decreased to $87,121 in the
first quarter of 2003 from $88,593 in 2002. Interest costs were lower because
the Company paid a lower interest rate on its line of credit.

The Company's other income is summarized as follows:

                                         Three months ended March 31,
                                            2003                2002
                                        __________          __________
Amortization of deferred gain on
  1999 Tualatin sale-lease back        $     6,246         $     6,246
Gain on Tualatin bare land sale              3,004                   -
Farm Credit interest rebate                 22,617                   -
Miscellaneous rebates                          302                   -
                                        __________          __________
Other income                                32,169               6,246

Other income increased to $32,169 for the first quarter 2003 from $6,246 for
the first quarter of 2002.  The Company received an interest rebate from Farm
Credit Services for interest paid on the Company's long-term debt and line of
credit in 2002, in the amount of $22,617.  The Company also sold 4.67 acres
of bare land at the Tualatin location for a gain of $3,004.  In accordance
with the 1999 sale-lease back at the Tualatin site, the Company recognized a
gain of $6,246.  The Company also received various rebate checks totaling
$302.

Income Taxes

As the Company experienced a net profit for the first three months in 2003 a
$25,427 income tax expense was accrued.

Liquidity and Capital Resources

At March 31, 2003, the Company had a working capital balance of $5.2 million
and a current ratio of 2.7:1.  At December 31, 2002, the Company had a
working capital balance of $5.0 million and a current ratio of 2.3:1.

The Company had a cash balance of $205,577 at March 31, 2003.

At March 31, 2003, the line of credit balance was $1,526,657.  The Company
has a loan agreement with GE Commercial Distribution Finance Corporation that
contains, among other things, certain restrictive financial covenants with
respect to total equity, debt-to-equity and debt coverage, that must be
maintained by the Company on a quarterly basis.  As of March 31, 2003, the
Company was in compliance with all of the financial covenants.

As of March 31, 2003, the Company had a total long-term debt balance of
$3,115,966 owed to Farm Credit Services. This debt was used to finance the
Hospitality Center, invest in winery equipment to increase the Company's
winemaking capacity, complete the storage facility, and purchase Tualatin
Vineyards. At December 31, 2002, the Company was in violation of 1 of 5 of
its debt coverage covenants.  Farm Credit Services has signed a waiver letter
to the Company for this covenant.

At March 31, 2003, the Company owed $587,136 on grape contracts.  A large
portion is owed to a single grape grower, which will be paid as the wine made
from those grapes is sold.

The Company believes that cash flow from operations and funds available under
credit facilities will be sufficient to meet the Company's liquidity
requirements for the next 12 months.

Critical Accounting Policies:

The discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States of America.  The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities.  On an on-going basis, we evaluate our estimates,
including those related to revenue recognition, collection of accounts
receivable, valuation of inventories, and amortization of vineyard development
 costs. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions
or conditions.  A description of our critical accounting policies and related
judgments and estimates that affect the preparation of our financial
statements is set forth in our Annual Report on Form 10-K for the year ended
December 31, 2002.

Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This statement provides alternative
methods of transition for a voluntary change to the fair value method of
accounting for stock-based employee compensation. In addition, it amends the
disclosure requirements of SFAS 123 to require prominent disclosure in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reporting results. This statement is effective for fiscal years ending after
December 15, 2002 and for the interim periods beginning after December 15,
2002. As we continue to report stock-based employee compensation costs using
the intrinsic value method as defined by APB 25, adoption of the provisions
of the new statement affects only our disclosure of these costs, which is
presented in Note 2.


ITEM 3
Controls and Procedures

a) Within the 90-day period prior to the date of this report, we carried out
an evaluation, under the supervision and with the participation of the
Company's management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in our Exchange Act filings.

b) There have been no significant changes in our internal controls or in
other factors which could significantly affect internal controls subsequent
to the date we carried out our evaluation.

PART II.               OTHER INFORMATION


Item 1
               Exhibits and Reports on Form 8-K.

(a) No Exhibits

ITEM 5
Other Information

Non-Audit Fees:

The Audit Committee of the Board Of Directors has approved the following
non-audit services, which are being performed by PricewaterhouseCoopers, our
independent accountants, during the calendar year ending December 31, 2003:

     - Income tax advisory services related to: income tax returns;
acquisitions; and formation and liquidation of foreign subsidiaries


SIGNATURES


Pursuant to the requirements of the Security Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                 WILLAMETTE VALLEY VINEYARDS, INC.




Date: May 15, 2003        By /s/ James W. Bernau
                                  James W. Bernau
                                  President


Date: May 15, 2003        By /s/ Sean M. Cary
                                  Sean M. Cary
                                  Controller


CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James W. Bernau, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Willamette Valley Vineyards Inc. on Form 10-QSB for the quarterly
period ended March 31, 2003 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such 10-Q fairly presents in all material respects the financial
condition and results of operations of Willamette Valley Vineyards Inc.

By:	 /s/ James W. Bernau
Name: James W. Bernau
Title:   Chief Executive Officer

I, Sean M. Cary, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Willamette Valley Vineyards Inc. on Form 10-QSB for the quarterly
period ended March 31, 2003 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such 10-Q fairly presents in all material respects the financial
condition and results of operations of Willamette Valley Vineyards Inc.

By:    /s/ Sean M. Cary
Name: Sean M. Cary
Title:   Chief Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO
SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, James W. Bernau, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Willamette Valley
Vineyards Incorporated.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect

internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: May 15, 2003
/s/ James W. Bernau
    James W. Bernau
			          Chief Executive Officer


I, Sean M. Cary, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Willamette Valley
Vineyards Incorporated.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect

internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: May 15, 2003
/s/ Sean M. Cary
    Sean M. Cary
			          Chief Financial Officer


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