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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          ----------------------------

  For the Fiscal Year Ended                   Commission File Number:
       June 30, 2004                                  33-61516

                         THE ROBERT MONDAVI CORPORATION

  Incorporated under the laws              I.R.S. Employer Identification:
  of the State of California                          94-2765451

                          Principal Executive Offices:
                                841 Latour Court
                                 Napa, CA 94558
                            Telephone: (800) 228-1395

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

           Securities registered pursuant to Section 12(g) of the Act:
                              Class A Common Stock

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             X          No
                               ------------            ------------

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.


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                     Yes             X          No
                               ------------            ------------

The  aggregate   market  value  of  the   Registrant's   voting  stock  held  by
non-affiliates  was  $391,661,000 as of December 31, 2003 (the last business day
of the Registrant's most recently completed second quarter).

As of September 6, 2004 there were issued and outstanding (i) 10,692,810  shares
of the  Registrant's  Class A Common  Stock  and (ii)  5,770,718  shares  of the
Registrant's Class B Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  definitive proxy statement for its annual meeting
of  shareholders  to be held on October 29, 2004 are  incorporated  by reference
into Part II and Part III of this report.

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<PAGE>



                                     PART I

ITEM  1. BUSINESS

INTRODUCTION
As used herein, unless the context indicates otherwise, the "Company" shall mean
The Robert Mondavi  Corporation and its  consolidated  subsidiaries.  The Robert
Mondavi  Corporation was incorporated  under the laws of California in 1981 as a
successor to Robert Mondavi Winery, formed as a California  Corporation in 1966.
The Company's principal executive offices are located at 841 Latour Court, Napa,
California  94558. Its telephone number is (800) 228-1395.  Its internet address
is WWW.ROBERTMONDAVI.COM.

The  Company  makes  available,  free of  charge,  on its  Internet  website  at
WWW.ROBERTMONDAVI.COM,   its  annual  report  to  the  Securities  and  Exchange
Commission (SEC) on Form 10-K,  quarterly reports on Form 10-Q,  current reports
on Form 8-K, and Amendments to those reports and annual Proxy Statement, as soon
as reasonably  practicable after they are electronically filed with the SEC. The
information is posted on the Company's  website is not incorporated by reference
into this annual report.

The Company has adopted a corporate  governance  code of conduct that applies to
its Chief  Executive  Officer,  Chief  Financial  Officer,  Controller and other
employees.  The Company has posted the text of its corporate  governance code of
conduct,  and the charters of its Audit  Committee,  Compensation  Committee and
Nominating   and   Governance    Committee   on   its   Internet    website   at
WWW.ROBERTMONDAVI.COM.  The  Company  intends  to satisfy  the SEC's  disclosure
requirements  regarding a future  amendment to, or a waiver from, a provision of
its code of ethics that applies to the Chief Executive Officer,  Chief Financial
Officer,  Controller or persons  performing  similar  functions,  by posting the
information on the Company's website.

BUSINESS
The Company is a leading  producer and marketer of premium table wines. Its core
brands include  Robert Mondavi  Winery,  Robert  Mondavi  Private  Selection and
Woodbridge.  Robert  Mondavi  Winery  accounted  for 3% by volume and 11% by net
revenue for each of the  Company's  fiscal  2004,  2003 and 2002  sales.  Robert
Mondavi Private Selection  accounted for 16%, 15% and 14% by volume and 20%, 19%
and 19% by net  revenue  of the  Company's  fiscal  2004,  2003 and 2002  sales,
respectively.  Woodbridge  accounted for 71%, 75% and 76% by volume and 52%, 57%
and 57%,  by net  revenue of the  Company's  fiscal  2004,  2003 and 2002 sales,
respectively.

The  Company's  smaller  wineries  include  Byron in Santa Maria and Arrowood in
Sonoma, as well as three international joint ventures. The Company produces Opus
One in partnership with the Baroness  Philippine de Rothschild of Chateau Mouton
Rothschild  of  Bordeaux,  France;  Luce,  Lucente,  Danzante  and  Ornellaia in
partnership  with  Marchesi  de'Frescobaldi  of  Tuscany,  Italy;  and  Sena and
Arboleda in partnership  with the Eduardo  Chadwick  family of Vina Errazuriz in
Chile. During the third quarter of fiscal 2004, the Company sold its interest in
the Caliterra  brand and its assets to Vina  Errazuriz.  Effective July 1, 2004,
the  Company  dissolved  its joint  venture  with the Robert  Oatley  family and
Southcorp  Limited which produced the Kirralaa and Talomas  brands.  The Company
now produces  Talomas wines for Southcorp  Limited under a production  agreement
while  Southcorp  produces  Kirralaa  wines  for the  Company  under  a  similar
production agreement.

RECENT DEVELOPMENTS
The Company has  historically  operated in one business  segment.  On August 20,
2004, the Company  announced that it would create two separate  operating  units
within the Company,  one focused on the company's  "lifestyle"  brands,  and the
other on its "luxury" brands. The Company's  "lifestyle" brands are brands which
generally  sell for up to $15 per  bottle at retail  (including  Woodbridge  and
Robert Mondavi Private Selection), while the Company's "luxury" brands generally
sell for over $15 per bottle at retail  (including  Robert  Mondavi Napa Valley,
Arrowood,  Byron and the  majority of  Company's  joint  venture  brands).  Each
operating unit will have a Chief Operating Officer reporting to the Company CEO.

Also on August 20, 2004,  the Company  announced that its Board of Directors has
adopted and will recommend to  shareholders a plan to  recapitalize  the Company
that would  result in a single  class of shares and the  elimination  of Class B
shares  with  super-voting  rights.  Subject to  approval  of a majority  of the
outstanding   Class  A  shares  at  the  October  29,  2004  Annual  Meeting  of
Shareholders,  the  recapitalization  will be effected  and the company  will be
reincorporated  in  Delaware.  Each  Class A  share  of the  current  California
corporation  will  be  exchanged  for  one  common  share  of the  new  Delaware
corporation,  and each Class B share of the current California  corporation will
be exchanged for 1.165 common shares of the new Delaware corporation.  A Special
Committee of independent  directors  recommended approval of the exchange ratios
to the Board of Directors.  The requisite  vote of the Class B  shareholders  to
approve the plan has been secured by a voting agreement.

                        The Robert Mondavi Corporation 2
<PAGE>

The Board of Directors has also  authorized  the repurchase of up to $30 million
in common stock of the new Delaware  corporation.  The share repurchase  program
will  become  effective  following  the  elimination  of the Class B shares  and
permits  the  Company  to make  open  market  purchases  over  time  based  upon
prevailing business and market conditions, subject to compliance with applicable
loan covenants and legal restrictions.

INDUSTRY BACKGROUND
The wine industry is generally  segregated into three categories:  premium table
wines that retail for more than $3 per 750ml bottle; "jug" wines that retail for
less than $3 per 750ml bottle; and other wine products, such as sparkling wines,
fortified wines, wine coolers and flavored wines. The Company produces and sells
only premium table wines.

MARKETING AND DISTRIBUTION
The Company  has a sales force of  approximately  190  employees.  Its wines are
available  through  all  principal  retail  channels  for  premium  table  wine,
including fine  restaurants,  hotels,  specialty  shops,  supermarkets  and club
stores in all fifty  states of the  United  States of America  and 90  countries
throughout the world.  Sales of the Company's products outside the United States
of America accounted for approximately 10%, 8% and 9% of net revenues for fiscal
years 2004, 2003 and 2002, respectively.

The  Company's  wines  are  primarily  sold to  distributors,  who then  sell to
retailers and  restaurateurs.  Domestic sales of the Company's wines are made to
more than 100 independent wine and spirits distributors. International sales are
made to independent importers and generally are arranged through brokers.

The  Company's  wines are  distributed  in  California,  Florida,  Pennsylvania,
Nevada, Hawaii, Kentucky,  Illinois and New Mexico by Southern Wine & Spirits, a
large national beverage distributor. Sales to Southern Wine & Spirits nationwide
represented  approximately  28%, 32% and 29% of the Company's gross revenues for
the fiscal years ended June 30,  2004,  2003 and 2002,  respectively.  In fiscal
2004,  sales to the  Company's 15 largest  distributors  represented  64% of the
Company's  gross  revenues.  The  distributors  used by the  Company  also offer
premium table wines of other companies that directly  compete with the Company's
products.

Sales of the Company's wines in California accounted for 17%, 17% and 19% of the
Company's  gross  revenues for the fiscal  years ended June 30,  2004,  2003 and
2002,  respectively.  Other major domestic markets include  Florida,  Texas, New
York,  Massachusetts,  Pennsylvania,  New Jersey and Illinois where annual sales
represented  collectively  34%, 33% and 31% of the Company's  gross revenues for
the fiscal years ended June 30, 2004, 2003 and 2002, respectively.

GRAPE SUPPLY
The  Company  controls  approximately  8,820  acres  of  vineyards  in  the  top
winegrowing  regions of  California,  including  Napa  Valley,  Lodi,  Mendocino
County,  Monterey  County,  San Luis Obispo  County,  Santa Maria Valley,  Santa
Barbara   County  and  Sonoma   County.   Approximately   8,430   acres  of  the
Company-controlled  vineyards are currently planted. In addition,  the Company's
joint  ventures  control  approximately  570  acres  of  vineyards  in  the  top
winegrowing regions of Chile and Italy.

In fiscal 2004,  approximately 16% of the Company's total grape supply came from
Company-controlled  vineyards,  including  approximately 66% of the grape supply
for wines produced at the Robert Mondavi Winery in Oakville.

The  Company   purchases  the  balance  of  its  California  grape  supply  from
approximately 210 independent growers, including approximately 40 growers in the
Napa Valley.  The grower  contracts range from one-year spot market purchases to
intermediate and long-term agreements.

WINEMAKING
The Company's  winemaking  philosophy is to make wines in the traditional manner
by starting  with high quality  fruit and handling it as gently and naturally as
possible all the way to the bottle.  The Company  emphasizes  traditional barrel
aging  as a  cornerstone  of its  winemaking  approach.  Each  of the  Company's
wineries is equipped with modern  equipment and  technology  that is appropriate
for the style and scale of the wines being produced.

EMPLOYEES
The Company employs approximately 940 regular,  full-time employees. The Company
also employs  part-time and seasonal  workers for its vineyard,  production  and
hospitality  operations.  None of the Company's  employees are  represented by a
labor union and the Company believes that its relationship with its employees is
good.


                        The Robert Mondavi Corporation 3
<PAGE>



TRADEMARKS
The  Company  maintains   federal   trademark   registrations  for  its  brands,
proprietary products and certain logos, motifs and vineyard names. The Company's
joint  ventures  maintain  federal  trademark  registrations  for their  brands.
International   trademark   registrations   are  also  maintained  where  it  is
appropriate  to do so.  Each of the United  States  trademark  registrations  is
renewable indefinitely so long as the Company is making a bona fide usage of the
trademark.

RISKS ASSOCIATED WITH DIVISION OF COMPANY INTO TWO OPERATING UNITS
There is a risk that the  reorganization of the Company into two operating units
will not be a successful  strategic change.  The execution of the reorganization
will require  considerable  attention and effort by management.  There is a risk
that this may  impair  management's  ability to focus on other  needed  areas of
business  execution.  The board and management are considering various strategic
alternatives,  some of which would involve layoffs and significant restructuring
charges  including  asset  write-downs  which  could  materially  impair  future
earnings.  There are significant  risks associated with separating the Company's
sizable  sales force into two operating  units.  There is also the risk that the
Company will have difficulty  finding a suitable executive to lead the Company's
luxury wine unit.

RISKS ASSOCIATED WITH CONTROL (OR LOSS OF CONTROL) BY ROBERT MONDAVI FAMILY
The  Company  currently  has two classes of common  stock,  Class A owned by the
public,  and  Class  B owned  primarily  by the  Robert  Mondavi  family.  As of
September  10,  2004,  the  family  owned  approximately  35.9% of the  economic
interest and approximately 84.9% of the voting power of the Company.  Should the
proposed  recapitalization  be approved by the Class A shareholders,  the Robert
Mondavi family's  economic  interest will increase to approximately  39.5% while
its voting  power will  decrease  to  approximately  39.5%.  The Robert  Mondavi
family's loss of voting  control may reduce the family's  ability to control the
future strategic  direction of the Company and may remove a formidable  obstacle
to an unsolicited takeover of the Company.

Mr. Robert Mondavi has made charitable commitments,  which he intends to satisfy
by gifts of stock. Sales of stock by the recipient charities,  or stock sales by
other family  members,  could  adversely  affect the price of the Class A Common
Stock. Members of the Robert Mondavi family and members of non-family management
own options to purchase Class A Common Stock, which, if they are exercised, will
dilute the financial interest of other shareholders. For a further discussion of
the Company's stock option plans, see note 10, "Stock Options and Employee Stock
Purchase Plan", in the notes to the Consolidated  Financial  Statements included
in Item 8 of this report.

JOINT VENTURE RISKS
Each of the Company's  international  joint ventures allows either  partner,  in
certain  circumstances  (including  a change in control as would result from the
proposed  recapitalization of the Company),  to force dissolution of the venture
and a  sale  of  its  business,  subject  to  priority  purchase  rights  of the
respective  partners  which vary from  venture to  venture.  If a joint  venture
partner were to initiate  that process,  there is no assurance  that the Company
would be able to obtain the financing  necessary to exercise its purchase rights
or avoid the sale of the joint  venture's  business to the partner or to a third
party.

The Company may be  obligated to  contribute  more capital to one or more of the
joint  ventures.  In addition,  the ventures may involve  other risks  typically
associated with international  business,  including taxation of income earned in
foreign  countries,  foreign  exchange  controls,  currency  fluctuations,   and
political and economic instability.

RISK OF CONSUMER SPENDING
Wine  sales  depend  upon a number of factors  related to the level of  consumer
spending,  including the general state of the economy,  federal and state income
tax rates,  deductibility of business  entertainment  expenses under federal and
state  tax laws  and  consumer  confidence  in  future  economic  conditions.  A
substantial  part of the Company's wine sales is concentrated in California and,
to a lesser  extent,  the states of  Florida,  Texas,  New York,  Massachusetts,
Pennsylvania, New Jersey and Illinois. Changes in consumer spending in these and
other regions can affect both the quantity and the price of wines that customers
are willing to purchase at restaurants or through  retail  outlets.  For example
the Company's  sales revenues and profits  declined as a result of the depressed
state of the travel and hotel industries in the wake of the events that occurred
on September 11, 2001.  Reduced  consumer  confidence and spending may result in
reduced  demand  for the  Company's  products,  limitations  on its  ability  to
increase prices and increased levels of selling and promotional expenses.

CYCLICAL RISKS
The premium wine industry  swings between cycles of oversupply and  undersupply.
At present there is a worldwide  oversupply of premium wine,  which is likely to
last at least  another year or two. As a consequence  the  Company's  ability to
raise  prices has been  limited and its selling and  promotional  expenses  have
risen.



                        The Robert Mondavi Corporation 4
<PAGE>



The Company has  historically  experienced and expects to continue to experience
seasonal  fluctuations  in its  revenues  and net  income.  Sales can  fluctuate
significantly between quarters,  depending on the timing of certain holidays and
promotional  periods  and the timing of  releases  for  certain  wines,  such as
Cabernet Sauvignon Reserve, and on the rate at which distributor inventories are
depleted  through  sales to wine  retailers.  Sales  volume tends to decrease if
distributors begin a quarter with larger than standard  inventory levels,  which
is typically the case in the first quarter of each fiscal year.

The  Company's  cash  requirements  also  fluctuate,  generally  peaking  during
December  and March  each year as a result of  harvest  costs and the  timing of
contractual payments to grape growers.

AGRICULTURAL RISKS
Winemaking  and grape  growing are subject to a variety of  agricultural  risks.
Various diseases,  pests,  drought,  frosts and certain other weather conditions
can materially and adversely affect the quality and quantity of grapes available
to the Company,  thereby  materially  and adversely  affecting the supply of the
Company's products and its profitability.

Pierce's Disease is a disease that destroys individual  grapevines and for which
there  is  currently  no  known  cure.  A  carrier  of  Pierce's  Disease,   the
glassy-winged  sharpshooter,  has infected vineyards in California. If this pest
migrates  north to the  Company's  vineyards,  it  could  greatly  increase  the
incidence of Pierce's  Disease and materially and adversely affect the Company's
future  grape   supply.   The  Company  is  unaware  of  any  incidents  of  the
glassy-winged sharpshooter on or near Company vineyards.

In the late 1980's  phylloxera,  a pest which  feeds on the roots of  grapevines
causing grape yields to decrease,  infested many Napa Valley  vineyards  planted
with AXR-1 rootstock,  which has turned out to be nonresistant.  The Company was
forced to replant most of its Napa Valley  vineyards at a cost of  approximately
$26 million over 10 years.

It  generally  takes  3-5  years  for a  replanted  vineyard  to bear  grapes in
commercial  quantities.  The strain of phylloxera  (phylloxera-B)  that infested
Napa Valley  vineyards  was  generally  unknown  prior to 1983.  There can be no
assurance that  rootstocks the Company is now using to plant  vineyards will not
in the future become susceptible to current or new strains of phylloxera,  plant
insects or diseases such as Pierce's Disease.

HEALTH ISSUES; GOVERNMENT REGULATION
A number of anti-alcohol groups are advocating increased  governmental action on
a variety of fronts  unfavorable  to the wine  industry,  including new labeling
requirements  that could  adversely  affect the sale of the Company's  products.
Restrictions on the sale and consumption of wine or increases in the retail cost
of wine due to increased  governmental  regulations,  taxes or otherwise,  could
materially  and  adversely  affect the  Company's  business  and its  results of
operations. There can be no assurance that there will not be legal or regulatory
challenges to the industry,  which could have a material  adverse  effect on the
Company's business and its results of operations and its cash flows.

The wine  industry  is  subject to  extensive  regulation  by state and  federal
agencies.  The Federal  Alcohol and Tobacco Tax and Trade  Bureau  (TTB) and the
various   state   liquor   authorities   regulate   such  matters  as  licensing
requirements,  trade and pricing  practices,  permitted  and required  labeling,
advertising and relations with wholesalers and retailers.  For example,  federal
regulations  require  certain  warning  labels on wine bottles.  There can be no
assurance  that new or  revised  regulations  or  increased  licensing  fees and
requirements  will not have a material adverse effect on the Company's  business
and its results of operations and its cash flows.

Future  expansion of the Company's  existing  facilities and  development of new
vineyards and wineries may be limited by present and future  zoning  ordinances,
environmental  restrictions and other legal requirements.  Availability of water
and  requirements  for handling waste water can limit growth.  Napa,  Sonoma and
Santa Barbara counties impose significant growth restrictions which could become
more stringent in the future. Most of the Company's Napa Valley vineyard acreage
is zoned as "Agricultural Preserve" which places significant restrictions on the
use of that property. Accordingly, the Company may be unable to realize the full
value of its real estate either by expanding its current facilities or vineyards
or by selling the land for other,  potentially  more profitable  purposes in the
future.

DEPENDENCE ON DISTRIBUTION CHANNELS
The  Company  sells its  products  principally  to  distributors  for  resale to
restaurants  and retail  outlets.  Sales to the Company's  largest  distributor,
Southern Wine and Spirits,  and sales to the  Company's 15 largest  distributors
represented  28% and 64%,  respectively,  of the Company's gross revenues during
fiscal  2004.  Sales to the  Company's 15 largest  distributors  are expected to
continue to represent a substantial  majority of the Company's  gross  revenues.
The Company's  arrangements with its distributors may, generally,  be terminated
by either  party  with  prior  notice.  In many  states,  a  distributor  may be
terminated  by the Company only for "cause" as defined in the  applicable  state
statutes.   The   replacement  or  poor   performance  of  the  Company's  major
distributors or the Company's  inability to collect accounts receivable from its
major  distributors  could materially and adversely affect the Company's results
of operations,  its financial  condition and its cash flows.  The Company has in
the past several years made  distribution  changes in several  important markets
including Massachusetts, New York and Illinois.


                        The Robert Mondavi Corporation 5
<PAGE>




Wine  distribution  channels  have been  characterized  in recent years by rapid
change,  including  consolidations  of certain  distributors.  For  example,  in
California  there are now only two major statewide  distributors,  each of which
represents a significant  number of competing premium wine brands.  Distributors
and retailers of the Company's products often offer wines which compete directly
with  the  Company's   products  for  shelf  space  and  the  consumer   dollar.
Accordingly,  there is a risk that  these  distributors  or  retailers  may give
higher  priority  to  products  of the  Company's  competitors.  There can be no
assurance that the  distributors and retailers used by the Company will continue
to  purchase  the  Company's  products or provide the  Company's  products  with
adequate levels of promotional support.

Consolidation  at the  retail  tier,  among  club and  chain  grocery  stores in
particular,  can be  expected  to  heighten  competitive  pressure  to  increase
marketing and sales spending or constrain or reduce prices.

LEVERAGE RISKS AND CAPITAL REQUIREMENTS
The premium wine industry is a capital intensive business,  due primarily to the
lengthy  aging and  processing  cycles  involved  in  premium  wine  production.
Historically,  the Company has  financed  its  operations  and capital  spending
principally through borrowings,  as well as through internally  generated funds.
As of June 30, 2004, the Company's total indebtedness was $382.2 million.

The Company projects  continued  capital spending over the next several years to
improve  production  operations,  purchase  barrels and  complete  its  vineyard
development. Management believes that the Company will support its operating and
capital needs and its debt service  requirements  through  internally  generated
funds  for  the  foreseeable  future,  but  will  utilize  available  short-term
borrowings to support seasonal and quarterly fluctuations in cash requirements.

The proposed  recapitalization  of the Company to eliminate  Class B shares will
constitute  a  prohibited   "change  of  control"  under  certain  Company  debt
agreements.  Due to "cross-default" provisions contained in these and other debt
agreements,  several  of  the  Company's  lenders  could  accelerate  the  total
outstanding  balances of their loans in the  aggregate  amount of  approximately
$382.2 million. The Company has consulted with its lenders and believes a waiver
or  amendment  can  be  obtained,  or,  that  alternate  financing  arrangements
acceptable to the Company can be obtained.

The Company's  leverage has several important  consequences to holders of Common
Stock,  including the following:  (i) the Company has  significant  interest and
principal repayment obligations requiring the expenditure of substantial amounts
of cash; (ii) the Company's earnings would be adversely affected by increases in
interest  rates;  (iii) there is no  assurance  that the Company will be able to
obtain  financing  when  required or that such  financing  will be  available on
reasonable  terms;  and (iv) the Company's  existing  senior debt  restricts its
ability to pay dividends on its Common Stock. The Company's substantial leverage
could also limit its  ability to  withstand  competitive  pressure  and  adverse
economic conditions (including a downturn in its business or increased inflation
or interest rates) or to take advantage of significant  business  opportunities,
such as attractive acquisitions or joint ventures, which may arise.

RISKS FROM NEW TAXES AND TARIFFS
On January 1, 1991,  the federal excise tax on table wine increased by over 500%
from $0.41 per case to $2.55 per case.  Various  states,  including  California,
also impose excise taxes on wine.  Further increases in excise taxes on wine, if
enacted,  could  materially  and adversely  affect the financial  results of the
Company.  Imposition of foreign tariffs on wine could also adversely  affect the
Company.

COMPETITIVE RISKS
The premium segment of the wine industry is intensely competitive. The Company's
table wines compete primarily in the U.S., as well as in 90 countries around the
world,  with premium and other wines  produced in the United  States of America,
Europe,  South  Africa,  South  America,  Australia  and New  Zealand.  Domestic
competitors  in  the   popular-premium   and   super-premium   segments  include
Brown-Forman (Fetzer), Constellation Brands (Estancia, Vendange, Blackstone, BRL
Hardy), Diageo (Beaulieu Vineyards),  Kendall-Jackson  and  The Wine Group (Glen
Ellen). Foreign competitors include Southcorp (Rosemount,  Lindemans,  Penfolds)
and Fosters  (Beringer Blass Wine Estates).  The Company's  higher-priced  wines
compete with several hundred smaller California wineries, generally from Napa or
Sonoma County,  and with numerous foreign vintners,  that produce premium wines.
In recent years some very large  producers of  primarily  generic  wines such as
Gallo have  introduced  varietal  wines in the growing  premium wine  market.  A
result  of this  intense  competition  has been and may  continue  to be  upward
pressure on the Company's selling and promotional expenses. In addition,  due to
competitive  factors,  the  Company  may not be able to  increase  prices of its
wines,  and in  particular  its Napa  Valley  wines,  to keep pace  with  rising
farming,  winemaking,  selling and promotional  costs.  The Company's wines also
compete with other  alcoholic  and  non-alcoholic  beverages  for shelf space in
retail stores and for marketing focus by the Company's independent distributors,
all of which also carry other wine or  beverage  brands.  Many of the  Company's
domestic and international competitors have significantly greater resources than
the Company.  There can be no  assurance  that in the future the Company will be
able to  successfully  compete with its current  competitors or that it will not
face greater competition from other wineries and beverage manufacturers.



                        The Robert Mondavi Corporation 6
<PAGE>




ENVIRONMENTAL RISKS
Ownership of real property  creates a potential for  environmental  liability on
the part of the Company.  If hazardous  substances  are discovered on or emanate
from any of the  Company's  properties  and the release of hazardous  substances
presents a threat of harm to public health or the  environment,  the Company may
be held strictly liable for the cost of remediation of hazardous substances.

ITEM  2. PROPERTIES

The Company owns and operates  four  wineries in  California,  with total annual
production  capacity of  approximately  11.8  million  cases,  including  Robert
Mondavi Winery, Woodbridge,  Arrowood and Byron. The Opus One joint venture owns
and operates the Opus One winery in Oakville,  California.  The Ornellaia  joint
venture owns and operates the  Ornellaia  winery in Bolgheri,  Italy.  The other
joint  ventures  utilize  wineries and  vineyards of the  partners.  The Company
leases its central warehouse and distribution facility in Lodi, California.  For
information  regarding the Company's vineyards,  see "Grape Supply" under Item 1
above.

The Company also leases  office space in Napa,  California,  and several  cities
throughout  the United States of America and abroad.  The Company  believes that
its current facilities, leased and owned, are adequate for its current needs.

ITEM  3. LEGAL PROCEEDINGS

The Company is subject to litigation in the ordinary course of its business.  In
the opinion of management,  the ultimate outcome of existing litigation will not
have  a  material  adverse  effect  on  the  Company's   consolidated  financial
condition, results of its operations or its cash flows.

ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There  were no  matters  submitted  to a vote of  security  holders  during  the
Company's fourth quarter ended June 30, 2004.




                        The Robert Mondavi Corporation 7
<PAGE>


                                     PART II

ITEM  5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

The Company's  Class A Common Stock trades on the NASDAQ  National Market System
under  the  symbol  "MOND".  There  is no  established  trading  market  for the
Company's Class B Common Stock.  The following table sets forth the high and low
closing prices of the Class A Common Stock for the periods indicated.

                                                  HIGH            LOW
                                               -------------------------
YEAR ENDED JUNE 30, 2004
Fourth quarter..................................$  40.35        $  31.75
Third quarter...................................$  39.59        $  35.12
Second quarter..................................$  39.93        $  31.19
First quarter...................................$  32.29        $  23.09

YEAR ENDED JUNE 30, 2003
Fourth quarter..................................$  26.89        $  20.15
Third quarter...................................$  32.45        $  20.06
Second quarter..................................$  36.20        $  28.40
First quarter...................................$  34.25        $  30.05

The  Company  has never  declared  or paid  dividends  on its  common  stock and
anticipates  that all  earnings  will be retained for use in its  business.  The
payment  of any  future  dividends  will be at the  discretion  of the  Board of
Directors  and  will  continue  to  be  subject  to  certain   limitations   and
restrictions   under  the  terms  of  the  Company's   indebtedness  to  various
institutional  lenders,  including a  prohibition  on the  payment of  dividends
without the prior written  consent of such lenders.  As of June 30, 2004,  there
were 2,085 registered shareholders.

Information concerning the Company's equity compensation plan is incorporated by
reference to the section entitled "Equity Compensation" in the registrant's
definitive proxy statement for its annual meeting of shareholders to be held on
October 29, 2004, as filed with the Securities and Exchange Commission.


                        The Robert Mondavi Corporation 8
<PAGE>




ITEM  6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA


<TABLE>
<CAPTION>
                                                                          YEAR ENDED JUNE 30,
                                               --------------------------------------------------------------------------
 (In thousands, except ratios, per share
 and per case data)                                     2004        2003 (2)       2002 (2)        2001          2000
                                               --------------------------------------------------------------------------
 INCOME STATEMENT DATA
<S>                                               <C>           <C>            <C>            <C>           <C>
 Net revenues..................................   $   468,047   $   452,673    $   441,358    $   480,969   $   407,266
 Gross profit..................................       184,198       171,716        191,765        216,230       180,773
 Operating income..............................        53,470        39,612         53,765         83,734        76,158
 Net income....................................        25,584        16,715         24,738         43,294        41,585
 Earnings per share - diluted..................   $      1.55   $      1.02    $      1.51    $      2.65   $      2.60

 As a percent of net revenues:
   Gross profit................................         39.4%         37.9%          43.4%          45.0%         44.4%
   Operating income............................         11.4%          8.8%          12.2%          17.4%         18.7%
   Net income..................................          5.5%          3.7%           5.6%           9.0%         10.2%

 BALANCE SHEET DATA
 Current assets................................   $   538,474   $   502,630    $   492,114    $   480,900   $   383,482
 Total assets..................................       978,170       961,177        959,516        864,358       734,943
 Current liabilities...........................        82,512        71,983         76,147         93,570        75,410
 Total liabilities.............................       498,370       510,183        529,015        461,889       386,775
 Shareholders' equity..........................       479,800       450,994        430,501        402,469       348,168
 Working capital...............................       455,962       430,647        415,967        387,330       308,072
 Total debt....................................   $   382,199   $   412,726    $   438,332    $   367,593   $   310,592

 Current ratio.................................           6.5           7.0            6.5            5.1           5.1
 Total debt to capital.........................         44.3%         47.8%          50.5%          47.7%         47.1%

 CASH FLOW DATA
 Cash flows from operating activities..........   $    82,939   $    42,146    $    34,517    $     5,338   $    31,912
 Cash flows from investing activities..........       (13,755)      (13,833)      (117,177)       (64,321)      (91,546)
 Cash flows from financing activities..........   $   (21,563)  $   (26,974)   $    75,471    $    63,170   $    58,092

 NON-GAAP DATA (1)
 Earnings before interest & taxes..............   $    61,735   $    48,946    $    62,888    $    91,803   $    83,630
 As a percentage of net revenues...............         13.2%         10.8%          14.2%          19.1%         20.5%

 OPERATING DATA
 Cases sold (9 liter equivalent)...............        10,090         9,699          9,375          9,929         8,684
 Net revenues per case.........................   $     46.39   $     46.67    $     47.08    $     48.44   $     46.90
</TABLE>

(1) The Company  calculates  earnings  before  interest & taxes (EBIT) by adding
    back its provision for income taxes and interest  expense to net income,  in
    effect combining operating income with the results of its joint ventures and
    other income and expense (see table  below).  The  Company's  joint  venture
    interests  are  accounted  for as  investments  under the  equity  method of
    accounting.  Accordingly, the Company's share of its joint ventures' results
    is reflected in "equity  income from joint  ventures,"  below the  operating
    income line, in the Consolidated  Statements of Operations.  The Company has
    presented  EBIT and  EBIT as a  percentage  of net  revenues  in this  table
    because  management and certain  investors find it useful when comparing the
    Company's  operating  results to operating  results of companies that do not
    use the equity method of accounting or do not employ joint  ventures as part
    of their business strategy.  EBIT is not a measure of operating  performance
    computed in accordance with generally accepted accounting principles (GAAP),
    and should not be considered a substitute for operating  income,  net income
    or cash flows compared in conformity with GAAP. In addition, EBIT may not be
    comparable to similarly titled financial measures used by other entities.
(2) Effective July 1, 2003,  the Company  adopted FIN 46, and as such the fiscal
    years 2003 and 2002 were restated.  See note 1, "Organization and Summary of
    Significant  Accounting Policies" in the notes to the Consolidated Financial
    Statements included in Item 8 of this report for more details.

<TABLE>
<CAPTION>

<S>                                               <C>           <C>           <C>            <C>           <C>
 Net income....................................   $    25,584   $    16,715   $    24,738    $    43,294   $    41,585
 Provision for income taxes....................        14,769         9,817        14,844         27,098        26,004
 Interest expense..............................        21,382        22,414        23,306         21,411        16,041
                                                  -----------   -----------   -----------    -----------   -----------
 Earnings before interest & taxes (EBIT).......   $    61,735   $    48,946   $    62,888    $    91,803   $    83,630
                                                  ===========   ===========   ===========    ===========   ===========
 As a percent of net revenues:
   Net income..................................          5.5%          3.7%          5.6%           9.0%         10.2%
   Provision for income taxes..................          3.1%          2.2%          3.3%           5.6%          6.4%
   Interest expense............................          4.6%          4.9%          5.3%           4.5%          3.9%
                                                  -----------   -----------   -----------    -----------   -----------
 Earnings before interest & taxes (EBIT).......         13.2%         10.8%         14.2%          19.1%         20.5%
                                                  ===========   ===========   ===========    ===========   ===========
</TABLE>


                        The Robert Mondavi Corporation 9
<PAGE>






ITEM  7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

FORWARD-LOOKING STATEMENTS
This discussion and other information  provided from time to time by the Company
contain historical  information as well as forward-looking  statements about the
Company, the premium wine industry and general business and economic conditions.
Such forward-looking statements include, for example, projections or predictions
about the Company's future growth,  consumer demand for its wines, including new
brands and brand  extensions,  margin trends,  anticipated  future investment in
vineyards  and other  capital  projects,  the premium  wine grape market and the
premium wine industry in general.  Actual results may differ materially from the
Company's present  expectations.  Among other things, a soft economy, a downturn
in the travel and entertainment sector, risk associated with continued worldwide
conflicts,  reduced consumer spending,  or changes in consumer preferences could
reduce demand for the  Company's  wines.  Similarly,  increased  competition  or
changes in tourism  to the  Company's  California  properties  could  affect the
Company's volume and revenue growth outlook. The supply and price of grapes, the
Company's  most  important raw  material,  is beyond the  Company's  control.  A
shortage of grapes might  constrict  the supply of wine  available  for sale and
cause higher  grape costs,  putting  more  pressure on gross profit  margins.  A
surplus of grapes might allow for greater  sales and lower grape  costs,  but it
might also result in more  competition and pressure on selling prices or selling
and  marketing  spending.   Interest  rates  and  other  business  and  economic
conditions could increase  significantly the cost and risks of projected capital
spending, which in turn could impact the Company's profit margins. For these and
other  reasons,  no  forward-looking  statement  by the Company can or should be
taken as a guarantee of what will happen in the future.

RECENT DEVELOPMENTS
The Company has  historically  operated in one business  segment.  On August 20,
2004, the Company  announced that it would create two separate  operating  units
within the Company,  one focused on the Company's  "lifestyle"  brands,  and the
other on its "luxury" brands. The Company's  "lifestyle" brands are brands which
generally  sell for up to $15 per  bottle at retail  (including  Woodbridge  and
Robert Mondavi Private Selection), while the Company's "luxury" brands generally
sell for  over $15 per  bottle  at  retail  (including  Robert  Mondavi  Winery,
Arrowood,  Byron and many of the Company's joint venture brands).  The board and
management are considering various strategic  alternatives,  some of which would
involve  layoffs and significant  restructuring  charges  including  write-downs
which could materially impair future earnings.

Also on August 20, 2004,  the Company  announced that its Board of Directors has
adopted and will recommend to  shareholders a plan to  recapitalize  the Company
that would  result in a single  class of shares and the  elimination  of Class B
shares  with  super-voting  rights.  Subject to  approval  of a majority  of the
outstanding   Class  A  shares  at  the  October  29,  2004  Annual  Meeting  of
Shareholders,  the  recapitalization  will be effected  and the Company  will be
reincorporated  in  Delaware.  Each  Class A  share  of the  current  California
corporation  will  be  exchanged  for  one  common  share  of the  new  Delaware
corporation,  and each Class B share of the current California  corporation will
be exchanged for 1.165 common shares of the new Delaware corporation.  A Special
Committee of independent  directors  recommended approval of the exchange ratios
to the Board of Directors.  The requisite  vote of the Class B  shareholders  to
approve the plan has been secured by a voting agreement.

The Board of Directors has also  authorized  the repurchase of up to $30 million
in common stock of the new Delaware  corporation.  The share repurchase  program
will  become  effective  following  the  elimination  of the Class B shares  and
permits  the  Company  to make  open  market  purchases  over  time  based  upon
prevailing business and market conditions, subject to compliance with applicable
loan covenants and legal restrictions.

OVERVIEW

The Company is a leading  producer and marketer of premium table wines. The
Company has historically operated in one business segment (premium table wines).
On August 20,  2004,  the Company  announced  that it would  create two separate
operating  units within the Company,  one focused on the  Company's  "lifestyle"
brands,  and the other on its "luxury"  brands.  Its core brands  include Robert
Mondavi Winery,  Robert Mondavi Private Selection,  and Woodbridge.  The Company
also  produces and markets fine wines under the following  labels:  La Famiglia,
Kirralaa,  Byron  Vineyards and Winery,  Io,  Arrowood  Vineyards and Winery and
Grand Archer by Arrowood.  The Company produces Opus One in partnership with the
Baroness  Philippine  de Rothschild  of Chateau  Mouton  Rothschild of Bordeaux,
France;  Luce, Lucente,  Danzante,  and the wines of Tenuta  dell'Ornellaia,  in
partnership  with the Marchesi  de'Frescobaldi  of Tuscany,  Italy; and Sena and
Arboleda in partnership  with the Eduardo  Chadwick  family of Vina Errazuriz in
Chile. In addition to the partnership wines,  Robert Mondavi Imports, a division
of the Company,  represents the wines of Marchesi  de'Frescobaldi,  Attems,  and
Vina Caliterra in the United States.


                        The Robert Mondavi Corporation 10
<PAGE>





Sales  volume for the fiscal year ended June 30, 2004  increased by 4.0% to 10.1
million cases and net revenues increased by 3.4% to $468.0 million. Net revenues
per case  declined  from  $46.67  to  $46.39  as a  result  of  increased  sales
incentives,  which are recorded as a reduction of revenues. The Company reported
net income of $25.6 million, or $1.55 per diluted share, for the year ended June
30, 2004, compared to net income of $16.7 million, or $1.02 per diluted share, a
year ago.  The fiscal  2004  increase  in net revenue and net income from fiscal
2003 is detailed below in the Results of Operations discussion, and is primarily
due  to  the  Company's  increased  investment  in its  core  brands,  continued
development of new products,  and the positive  impact from  streamlining of the
Company's  operations  and  organization  structure in the second half of fiscal
2003.  The  Company's  fiscal 2004  results  include a net gain of $1.5  million
related to the sale of certain nonstrategic assets during the first quarter. The
gain was  offset by an asset  impairment  loss of $6.1  million  related  to the
disposition  of part of the Company's  joint venture  investment in Chile during
the second quarter and also $2.2 million of additional asset  impairments in the
fourth quarter.

In  January  2003,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Financial Interpretation No. 46 ("FIN 46"),  "Consolidation of Variable Interest
Entities",   an   interpretation   of  Accounting   Research   Bulletin  No.  51
"Consolidated Financial Statements".  FIN 46 establishes accounting guidance for
the  consolidation  of variable  interest  entities that function to support the
activities of the primary  beneficiary,  and applies to any business enterprise,
either  public  or  private,  that  has  a  controlling  interest,   contractual
relationship or other business relationship with a variable interest entity. The
Company  maintains  master lease  facilities  that enable the leasing of certain
real property  (predominantly  vineyards) to be constructed or acquired and that
qualify  as  variable   interest  entities  with  the  Company  as  the  primary
beneficiary.  Accordingly,  upon the adoption of FIN 46, effective July 1, 2003,
the Company has included in its consolidated financial statements the assets and
related  liabilities  leased  under  its  master  lease  facilities.   Also,  as
encouraged by the  Interpretation,  the Company  restated prior period financial
statements back to July 1, 2001. As a result,  property, plant and equipment and
long-term   debt  were   increased  by  $114.1   million  and  $114.6   million,
respectively,  and  inventory,  deferred  income tax  liabilities  and  retained
earnings  were  decreased  by $1.8  million,  $0.8  million  and  $1.4  million,
respectively,  at June  30,  2003.  As of June 30,  2002,  property,  plant  and
equipment  and  long-term  debt were  increased  by $105.1  million  and  $105.2
million,  respectively,  and  inventory,  deferred  income tax  liabilities  and
retained earnings were decreased by $1.2 million, $0.5 million and $0.8 million,
respectively.  Net income for the year ended June 30, 2003 and 2002, was reduced
by $0.6 million or $0.04 per diluted share and $0.8 million or $0.05 per diluted
share,  respectively.  On  July 1,  2001,  property,  plant  and  equipment  and
long-term  debt were  increased by $88.3  million.  In December  2003,  the FASB
issued a revised  Interpretation  No.  46,  ("FIN  46R"),  which  clarified  and
enhanced the  provisions of FIN 46. The Company was required to adopt FIN 46R in
the current  fiscal year.  The Company has  evaluated FIN 46R, and based on this
evaluation,  the adoption  did not have a  significant  impact on the  Company's
financial condition, results of operations or cash flows.

KEY ACCOUNTING MATTERS
Under GAAP purchase accounting rules,  purchase price is allocated to the assets
and liabilities of the acquired company based on estimated fair market values at
the time of the  transaction.  In connection with the Company's fiscal year 2001
acquisition  of  Arrowood  Vineyards  & Winery  (Arrowood)  and its fiscal  2000
acquisition of an interest in Tenuta dell'Ornellaia (Ornellaia), the Company has
recorded inventory at fair market value, which exceeded original book value. The
Company refers to the difference between fair market value and the original book
value as inventory step-up.  When the inventory acquired is subsequently sold in
the normal  course of  business,  costs of the  inventory,  including  inventory
step-up charges,  are charged to cost of goods sold.  Inventory  step-up charges
related to Arrowood recorded in cost of goods sold totaled $1.6 million and $3.4
million for the years ended June 30, 2004 and 2003, respectively.  The remaining
inventory  step-up charges  related to Ornellaia  recorded in equity income from
joint  ventures were fully  expensed in the first quarter of the current  fiscal
year.

The Company's joint venture interests are accounted for as investments under the
equity  method of  accounting.  Accordingly,  the  Company's  share of its joint
ventures'  results  is  reflected  in Equity  Income  from  Joint  Ventures  and
Investments in Joint Ventures on the  Consolidated  Statements of Operations and
Consolidated Balance Sheets, respectively.  The Company also imports wines under
importing and marketing  agreements with certain of its joint ventures and their
affiliates.  Under the terms of these agreements, the Company purchases wine for
resale in the  United  States  and  Europe.  Revenues  and  expenses  related to
importing  and selling these wines are included in the  appropriate  sections of
the Consolidated Statements of Operations.

The Company has stock  option plans and an employee  stock  purchase  plan.  The
Company  accounts  for these plans  using the  intrinsic  value based  method of
accounting in accordance with Accounting Principles Board Opinion No. 25 and its
related  Interpretations.  The compensation cost for stock options is recognized
in income based on the excess,  if any, of the quoted  market price of the stock
at the grant  date of the  award or other  measurement  date over the  amount an
employee  must  pay to  acquire  the  stock.  For a  further  discussion  of the
Company's  stock option plans,  see note 10, "Stock  Options and Employee  Stock
Purchase Plan" in the notes to the Consolidated Financial Statements included in
Item 8 of this report.


                        The Robert Mondavi Corporation 11
<PAGE>





CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions   that  affect  the  reported   amounts  of  assets,
liabilities,  revenues,  and expenses, and the related disclosures of contingent
assets and  liabilities.  Actual results could differ from those estimates under
different  assumptions  or conditions.  The Company  believes that the following
critical  accounting  policies  which  management  has discussed  with the Audit
Committee of the Board of Directors  affect its more  significant  estimates and
judgments used in the preparation of its consolidated financial statements.

ACCOUNTING FOR  PROMOTIONAL  ACTIVITIES - The Company  records the cost of price
promotions,  rebates and coupon  programs as reductions of revenue.  A number of
these programs are volume related with accruals  established at period end based
on assumptions  about expected  payout  determined from analysis of the programs
offered,  historical trends and experience with payment patterns associated with
similar  programs  previously  offered.  Different  assumptions  would  cause  a
material change in the Company's reported revenues.

ALLOWANCE  FOR DOUBTFUL  ACCOUNTS - The Company  determines  its  allowance  for
doubtful  accounts  based on the  aging of  accounts  receivable  balances,  its
historic  write-off  experience,  and the financial  condition of its customers.
Changes in the financial condition of the Company's major customers could result
in  significant  accounts  receivable  write-offs.  The Company's  allowance for
doubtful accounts at June 30, 2004 and 2003 totaled $0.5 million.

INVENTORY  VALUATION - The Company  continually  assesses  the  valuation of its
inventories  and  reduces  the  carrying  value  of those  inventories  that are
obsolete or in excess of the Company's  forecasted  usage to their estimated net
realizable  value. Net realizable value is estimated using historic  experience,
current market  conditions and  assumptions  about future market  conditions and
expected  demand.  If  actual  market  conditions  and  future  demand  are less
favorable than projected,  inventory write-downs,  which are charged to costs of
goods sold, may be required.  The Company's reserve for inventory write-downs at
June 30, 2004 and 2003 totaled $2.5 million and $2.7 million, respectively.

DEFERRED  TAX ASSETS  VALUATION  ALLOWANCE  - The  Company  records a  valuation
allowance  related  to  deferred  tax  assets  if,  based on the  weight  of the
available  evidence,  the Company concludes that it is more likely than not that
some portion or all of the  deferred tax assets will not be realized.  While the
Company has  considered  future  taxable  income and prudent  and  feasible  tax
planning  strategies  in  assessing  the  need  for a  valuation  allowance,  an
adjustment to the carrying  value of the deferred tax assets would be charged to
income if the  Company  determined  that it would not be able to realize  all or
part of its net  deferred  tax assets in the future.  The Company has  concluded
that it is more  likely  than not that all of its  deferred  tax assets  will be
realized.  Accordingly,  no  deferred  tax asset  valuation  allowance  had been
recorded at June 30, 2004 and 2003.

IMPAIRMENT  OF  INTANGIBLE  ASSETS  - The  Company  has  goodwill  and  licenses
associated  with  business  acquisitions.  The Company  reviews these assets for
impairment  at  least  annually  or  more  frequently  if  an  event  occurs  or
circumstances  change  that would more  likely than not reduce the fair value of
these assets below their  carrying  value.  If the fair value of these assets is
less than their  carrying  value,  then an  impairment  loss would be recognized
equal to the excess of the carrying  value over the fair value of the asset.  As
of June 30, 2004,  the Company does not believe there has been any impairment of
goodwill and  licenses.  Goodwill and licenses at June 30, 2004 and 2003 totaled
$2.9 million and $3.3 million, respectively.

SELF-INSURANCE - The Company's liabilities for its self-insured medical plan and
high-deductible  workers' compensation plan are estimated based on the Company's
historic claims  experience,  estimated  future claims costs, and other factors.
Changes in key assumptions  may occur in future  periods,  which could result in
changes to related  insurance  costs.  The Company's  accrued  liability for its
self-insured  plans at June 30,  2004 and 2003  totaled  $2.3  million  and $2.1
million, respectively.

CONTINGENCIES - The Company is subject to litigation and other  contingencies in
the  ordinary  course of  business.  Liabilities  related to  contingencies  are
recognized when a loss is probable and reasonably estimable.



                        The Robert Mondavi Corporation 12
<PAGE>





SEASONALITY AND QUARTERLY RESULTS
The Company has  historically  experienced and expects to continue  experiencing
seasonal and quarterly  fluctuations in its net revenues,  gross profit,  equity
income from joint  ventures,  and net income.  Sales volume tends to increase in
advance of holiday  periods,  before price increases go into effect,  and during
promotional  periods.  Sales  volume tends to decrease if  distributors  begin a
quarter  with larger than normal  inventory  levels.  The timing of releases for
certain  luxury wines can also have a significant  impact on quarterly  results.
The following  table sets forth  certain  financial  highlights  for each of the
Company's last eight fiscal quarters:

<TABLE>
<CAPTION>

                                     FISCAL 2004 QUARTER ENDED                      FISCAL 2003 QUARTER ENDED
                           ----------------------------------------------  ---------------------------------------------
(in millions)                SEP. 30    DEC. 31    MAR. 31    JUN. 30        SEP. 30    DEC. 31    MAR. 31    JUN. 30
                           ----------------------------------------------  ---------------------------------------------
<S>                           <C>        <C>        <C>        <C>            <C>        <C>        <C>        <C>
Net revenues...............  $103.9     $147.3     $ 98.2     $118.6         $ 98.6     $141.1     $ 92.2     $120.8
% of annual net revenues...    22.2%      31.5%      21.0%      25.3%          21.8%      31.2%      20.3%      26.7%
Net income (loss)..........  $  9.9     $  9.4     $  2.0     $  4.3         $  8.0     $  9.7     $ (1.8)    $  0.8
% of annual net income
  (loss) ..................    38.7%      36.7%       7.8%      16.8%          47.9%      58.1%     (10.8)%      4.8%
</TABLE>


Seasonal cash  requirements  increase just after harvest in the fall as a result
of contract grape  payments and, to a lesser  degree,  due to the large seasonal
work force  employed in both the vineyards and wineries  during  harvest.  Also,
some grape contracts include a deferral of a portion of the payment  obligations
until April 1 of the following  calendar  year,  resulting in  significant  cash
payments on March 31 of each year.  As a result of harvest  costs and the timing
of its contract grape payments, the Company's borrowings, net of cash, generally
peak during December and March of each year. In fiscal 2004 and 2003, most grape
payments were made in the March 31 quarter. However, this cash outflow in fiscal
2004 was partially offset by continued  cost-cutting measures companywide.  Cash
requirements  also  fluctuate  depending  on the  level and  timing  of  capital
spending  and joint  venture  investments.  The  following  table sets forth the
Company's  total  borrowings,  net of cash, at the end of each of its last eight
fiscal quarters:

<TABLE>
<CAPTION>

                                     FISCAL 2004 QUARTER ENDED                      FISCAL 2003 QUARTER ENDED
                           ----------------------------------------------  ---------------------------------------------
(in millions)                SEP. 30    DEC. 31    MAR. 31    JUN. 30        SEP. 30    DEC. 31    MAR. 31    JUN. 30
                           ----------------------------------------------  ---------------------------------------------
<S>                           <C>        <C>        <C>        <C>            <C>        <C>        <C>        <C>
Total borrowings...........   $392.7     $384.9     $383.0     $382.8         $439.6     $432.7     $432.3     $412.7
Cash.......................       --        4.8       15.1       49.0             --         --         --        1.3
                             -------     ------     ------     ------         ------     ------     ------     ------
Total borrowings, net of
  cash ....................   $392.7     $380.1     $367.9     $333.8         $439.6     $432.7     $432.3     $411.4
                             =======     ======     ======     ======         ======     ======     ======     ======
</TABLE>


RESULTS OF OPERATIONS

FISCAL 2004 COMPARED TO FISCAL 2003
NET  REVENUES - Sales volume  increased  by 4.0% to 10.1  million  cases and net
revenues  increased by 3.4% to $468.0 million.  The increase in volume is driven
by growth in Robert Mondavi Winery,  Robert Mondavi Private Selection and import
case  shipments  of 15%,  11% and  11%,  respectively.  The  increase  also  was
attributable to the introduction of new products, including Papio and Woodbridge
Select Vineyard Series,  during the current fiscal year. This volume and revenue
growth  was  partially  offset by a 3%  decrease  in  Woodbridge  volume  and an
increase of sales incentives, which are recorded as a reduction of revenues.

COST OF  GOODS  SOLD - Cost of  goods  sold in  fiscal  2004  increased  by $2.9
million,  or 1.0%,  compared to fiscal  2003.  Excluding  significant  inventory
write-downs  of $11.6  million  and grape  contract  buyouts of $1.2  million in
fiscal 2003, cost of goods sold increased  $15.7 million,  or 5.9%. The increase
primarily  reflected a $10.5  million  increase due to volume and a $4.9 million
increase  due to the shift in  product  mix  toward  brands  with both lower net
revenues per case and higher costs per case.

GROSS PROFIT  PERCENTAGE - As a result of the factors discussed above, the gross
profit percentage increased to 39.4% compared to 37.9% last year.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES  -  Selling,   general  and
administrative  expenses  increased by 1.7%,  or $2.3  million,  compared to the
previous  year.  The  increase  comprised  approximately  of $3.1 million due to
increased spending related primarily to costs associated with complying with the
Sarbanes-Oxley  Act of 2002 and costs  associated with consulting work to assist
in  implementing  various  inventory and sales  efficiencies.  The increase also
reflects $2.2 million of asset impairment charges related to nonstrategic assets
held for sale at year end. The  aggregate  increase was offset by a $3.4 million
decrease in sales and marketing  expenses  resulting from a shift to promotional
spending,  which is  accounted  for as a  reduction  of net  revenue,  and brand
marketing spending. The ratio of selling, general and administrative expenses to
net revenues decreased to 28.3% compared to 28.7% a year ago.


                        The Robert Mondavi Corporation 13
<PAGE>




GAIN ON SALE OF ASSETS,  NET - During the first  quarter of the  current  fiscal
year, the Company  recognized a net gain of $1.5 million  related to the sale of
certain  nonstrategic  assets.  In the prior year,  the $2.0 million net gain on
disposal of nonstrategic assets represented $7.3 million of gains offset by $5.3
million of losses from the disposal of several  assets  during  fiscal 2003 that
were no longer expected to fit the Company's long-term business needs.

SPECIAL  CHARGES,  NET - During the third  fiscal  quarter of 2003,  the Company
began  implementing a number of  significant  changes to its business to address
the continuing intense competition in the premium wine industry resulting from a
weak U.S. economy and an oversupply of grapes. The changes were identified after
the  completion  of a  strategic  business  review of the  Company's  brands and
included the centralization of all marketing and sales  responsibilities and all
California  production and vineyard  operations,  a workforce  reduction and the
sale of certain  nonstrategic assets relating to the restructuring.  As a result
of these changes,  $4.1 million in employee  separation expenses was recorded at
that time. The employee  separation  expenses were the result of the elimination
of 103 jobs, primarily sales,  general and administrative  support staff, during
the fiscal year. Of the $4.1 million employee separation expenses,  $3.3 million
had been paid prior to June 30, 2003,  with the remainder  paid during the first
quarter of fiscal 2004.

INTEREST,  NET - Interest expense decreased by $1.0 million, or 4.6%, reflecting
a 7.4% reduction in average borrowings outstanding, lower interest rates and the
positive effect of the Company's new swap program.  The Company's average fiscal
2004 interest rate was 5.52% compared to 6.26% in fiscal 2003.

EQUITY INCOME FROM JOINT VENTURES - Equity income from joint ventures  decreased
by $2.7 million, or 29.1% compared to last year,  primarily  reflecting the $6.1
million impairment charge related to the Caliterra sale and a decrease in equity
income from the Australian joint venture of $0.5 million. The decrease is offset
by increased  income from Opus One and the Company's  Italian joint  ventures of
$1.3 million and $2.9 million.

OTHER - Other consists of miscellaneous  nonoperating  expense and income items.
Other income  increased by $1.7 million compared to the prior year mainly due to
favorable  foreign exchange gains related to hedging  activities during the year
and the Company's foreign subsidiary activities.

PROVISION FOR INCOME TAXES - The Company's effective tax rate was 36.6% compared
to 37.0% last year.  The lower  effective  tax rate was  primarily the result of
increased foreign sales which produced a higher exclusion benefit.

NET INCOME AND EARNINGS PER SHARE - As a result of the above factors, net income
totaled $25.6 million, or $1.55 per diluted share, compared to $16.7 million, or
$1.02 per diluted share, a year ago.

FISCAL 2003 COMPARED TO FISCAL 2002
NET  REVENUES - Sales  volume in fiscal  2003  increased  by 3.5% to 9.7 million
cases and net revenues increased by 2.6% to $452.7 million,  driven by increases
of 8% and 3%,  respectively,  in Robert Mondavi Private Selection and Woodbridge
case shipments. Net revenues per case declined from $47.08 to $46.67 as a result
of increased sales incentives, which are recorded as a reduction of revenues.

COST OF GOODS  SOLD - Cost of  goods  sold in  fiscal  2003  increased  by $31.4
million, or 12.6%,  compared to fiscal 2002. Sales volume growth represents $8.3
million of the increase,  and the negative  impact of balancing  inventories  by
utilizing higher cost surplus wines in the Company's  popular and  super-premium
brands  represents  $12.5 million of the increase.  The remaining  increase is a
result of inventory write-downs of $11.6 million in fiscal 2003 compared to $3.8
million in fiscal  2002 and grape  contract  buyouts  of $1.2  million in fiscal
2003,  which were offset by a $0.6  million  reduction in the amount of Arrowood
inventory step-up recognized in fiscal 2003 versus fiscal 2002.

GROSS PROFIT  PERCENTAGE - As a result of the factors discussed above, the gross
profit percentage decreased to 37.9% compared to 43.4% in fiscal 2002.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES  -  Selling,   general  and
administrative  expenses increased by 3.4%, or $4.2 million,  compared to fiscal
2002. The increase is primarily due to increased sales and marketing promotional
expenditures  in fiscal 2003 offset by the  elimination  of  operating  expenses
associated  with the  Disney  California  Adventure  project  (refer to  Special
Charges,  Net following),  which totaled $1.8 million, in fiscal 2002. The ratio
of selling,  general and  administrative  expenses to net revenues  increased to
28.7% compared to 28.5% in fiscal 2002.


                        The Robert Mondavi Corporation 14
<PAGE>




GAIN  ON SALE OF  ASSETS,  NET  -The  $2.0  million  net  gain  on  disposal  of
nonstrategic  assets  represents $7.3 million in gains offset by $5.3 million in
losses  from the  disposal  of several  assets  during  fiscal 2003 that were no
longer expected to fit the Company's long-term business needs.

SPECIAL CHARGES,  NET - As noted above,  during the third fiscal quarter of 2003
the Company began  implementing a number of significant  changes to its business
to address the  continuing  intense  competition  in the premium  wine  industry
resulting  from a weak U.S.  economy and an  oversupply  of grapes.  The changes
included the centralization of all marketing and sales  responsibilities and all
California  production and vineyard  operations,  a work force reduction and the
sale of certain nonstrategic assets. As a result of these changes,  $4.1 million
in employee separation expenses was reflected.  The employee separation expenses
were the result of the  elimination of 103 jobs,  primarily  sales,  general and
administrative  support staff,  during fiscal 2003. Of the $4.1 million employee
separation expenses, $3.3 million had been paid prior to June 30, 2003, with the
remainder paid during the first quarter of fiscal 2004.

During fiscal 2002, the Company  changed from an operator,  to a sponsor role at
Disney's  California  Adventure.  With this change,  the Company  eliminated any
further  operational  risk  associated  with the  project  while it  continues a
business relationship with Disney and maintains a presence at the theme park. As
a result,  the Company recorded special charges totaling $12.2 million in fiscal
2002.

INTEREST,  NET -  Interest  expense  decreased  by $0.9  million,  reflecting  a
reduction in average borrowings  outstanding that was partially offset by a $1.8
million  decrease in  capitalized  interest  resulting  from the  completion  of
certain  capital  and  vineyard  development  projects.  The  Company's  average
interest rate was 6.26% as of June 30, 2003, compared to 6.54% in fiscal 2002.

EQUITY INCOME FROM JOINT VENTURES - Equity income from joint ventures  increased
by $0.6 million  compared to fiscal 2002,  primarily  reflecting  an increase of
$0.8 million from the Company's  Italian  joint venture  offset by a decrease of
$1.0 million in results  from Opus One and a $0.6 million  decrease of Ornellaia
inventory step-up charges.

OTHER - Other consists of  miscellaneous  other expense and income items.  Other
expense, net, increased to $0.3 million compared to fiscal 2002.

PROVISION FOR INCOME TAXES - The Company's effective tax rate was 37.0% compared
to 37.5% in fiscal 2002.  The lower  effective tax rate was primarily the result
of an increase in certain manufacturing tax credits.

NET INCOME AND EARNINGS PER SHARE - As a result of the above factors, net income
totaled $16.7 million, or $1.02 per diluted share, compared to $24.7 million, or
$1.51 per diluted share, in fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital as of June 30,  2004,  was $456.0  million  compared  to $430.6
million at June 30,  2003.  The $25.4  million  increase in working  capital was
primarily  attributable  to a $47.6 million  increase in cash,  offset by a $4.7
million decrease in inventories,  a $1.6 million decrease in receivables, a $5.5
million decrease in prepaid  expenses and other current assets,  and an increase
of $9.1 million in current portion of long-term debt.

Cash provided by operations  totaled $82.1  million,  primarily  reflecting  net
income of $25.6 million,  $27.8 million of selected noncash items (depreciation,
amortization,  and asset  write-downs),  an  increase  in  deferred  tax of $9.3
million,  coupled with decreases in  inventories,  other assets and payables and
accrued  expenses  totaling  $16.4  million.  Cash used in investing  activities
totaled $13.8 million,  primarily reflecting $16.5 million of capital purchases,
$1.0 million  increase in  restricted  cash,  offset by proceeds of $3.8 million
from the  sale of  assets.  Cash  used in  financing  activities  totaled  $21.6
million,  primarily  reflecting net repayments of debt. As a result of continued
cost-cutting  measures  companywide  and  continued  efforts  to reduce  surplus
inventory,  lower capital spending,  and asset disposals,  the Company went from
cash on hand of $1.3  million  at June 30,  2003,  to $47.6  million at June 30,
2004.

The  Company  has an  uncollateralized  revolving  credit  line that has maximum
credit  availability  of $150.0  million and expires on December 14,  2004.  The
Company had no amounts  outstanding  under this  facility at June 30, 2004.  The
Company also has $270.4 million of fixed rate debt and capital lease obligations
outstanding  at June 30,  2004,  of which  $18.9  million is due and  payable in
fiscal 2005.


                        The Robert Mondavi Corporation 15
<PAGE>





The Company  maintains master lease facilities that provide the capacity to fund
up to $129.4  million,  of which $111.8 million had been utilized as of June 30,
2004.  The  facilities  enable the Company to lease  certain real property to be
constructed or acquired.  The leases have initial terms of three to seven years,
after a  construction  period,  with  options to renew.  The Company may, at its
option,  purchase  the  property  under lease  during or at the end of the lease
term.  If the Company does not exercise  the purchase  option,  the Company will
guarantee a residual value of the property under lease,  which was approximately
$92.8 million as of June 30, 2004. As discussed  above,  the Company has adopted
the provisions of FIN 46, and included in its consolidated  financial statements
the assets, and related  liabilities,  leased under the master lease facilities.
The proposed  recapitalization  of the Company to eliminate  Class B shares will
constitute a prohibited "change of control" under these master lease facilities.
The Company  believes a waiver or amendment can be obtained,  or, that alternate
financing arrangements acceptable to the Company can be obtained.

The premium wine industry is a capital-intensive  business, due primarily to the
lengthy  aging and  processing  cycles  involved  in  premium  wine  production.
Historically,  the Company has  financed  its  operations  and capital  spending
principally through borrowings,  as well as through internally  generated funds.
The Company projects  continued  capital spending over the next several years to
expand  production   capacity,   purchase  barrels  and  complete  its  vineyard
development.  The Company currently expects its capital spending requirements to
be between $25 million and $30 million for fiscal 2005.

Management  believes  that for the  period  through  the end of fiscal  2005 and
beyond,  the Company will support its  operating  and capital needs and its debt
service  requirements  through  internally  generated  funds,  but will  utilize
available short-term  borrowings to support seasonal and quarterly  fluctuations
in cash requirements.

KNOWN CONTRACTUAL OBLIGATIONS

Known contractual  obligations and their related due dates were as follows as of
June 30, 2004:

<TABLE>
<CAPTION>

(in millions)                            2005        2006       2007        2008        2009    THEREAFTER    TOTAL
                                      ------------------------------------------------------------------------------
<S>                                      <C>        <C>         <C>        <C>         <C>         <C>        <C>
Long-term debt........................   $ 18.9     $116.3      $ 28.4     $ 13.7      $ 13.8      $191.1     $382.2
Capital leases........................      0.1        0.1         0.2        0.1         0.2         2.0        2.7
Operating leases......................     21.8       14.8        14.9       16.5        15.8        69.7      153.5
License fees..........................      0.6        0.6         0.6        0.6         0.6         0.6        3.6
Purchase obligations (1)..............      6.1         --          --         --          --          --        6.1
                                         ------     ------      ------     ------      ------      ------     ------
Total                                    $ 47.5     $131.8      $ 44.1     $ 30.9      $ 30.4      $263.4     $548.1
                                         ======     ======      ======     ======      ======      ======     ======
</TABLE>


(1) The  Company's  purchase  obligations  are  primarily  contracts to purchase
    production   machinery  and  equipment   and  packaging   materials.   These
    contractual   commitments   are  not  in  excess  of   expected   production
    requirements  over the next twelve months.  Amounts due under grape and bulk
    wine  contracts are not included in these amounts as the actual  amounts due
    under  these  contracts  cannot be  determined  until the end of each year's
    harvest due to contractual amounts that vary based on vineyard grape yields,
    assessments of grape quality and grape market conditions.  The Company has a
    significant  percentage of its grape requirements  committed under long-term
    contracts, many of which have minimum prices per ton.

ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On April 30, 2003,  the FASB issued  Statement No. 149,  "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". Statement 149 is intended
to result in more  consistent  reporting  of  contracts  as either  freestanding
derivative  instruments subject to Statement 133 in their entirety, or as hybrid
instruments  with debt host  contracts  and  embedded  derivative  features.  In
addition,  Statement 149  clarifies the  definition of a derivative by providing
guidance  on the  meaning of initial  net  investments  related to  derivatives.
Statement 149 is effective for contracts entered into or modified after June 30,
2003.  The  adoption  of  Statement  149 did not have a  material  effect on the
Company's consolidated financial position, results of operations or cash flows.


FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY
On May 15, 2003,  the FASB issued  Statement  No. 150,  "Accounting  for Certain
Financial  Instruments  with  Characteristics  of Both  Liabilities and Equity".
Statement 150 establishes standards for classifying and measuring as liabilities
certain  financial  instruments  that embody  obligations of the issuer and have
characteristics  of both  liabilities  and equity.  Statement  150  represents a
significant  change in the  practice  of  accounting  for a number of  financial
instruments,  including  mandatory  redeemable  equity  instruments  and certain
equity  derivatives that frequently are used in connection with share repurchase
programs.  Statement 150 is effective for all financial  instruments  created or
modified after May 31, 2003,  and for other  instruments as of July 1, 2003. The
adoption  of this  statement  did not have a  material  impact on the  Company's
financial position, results of operations or cash flows.


                        The Robert Mondavi Corporation 16
<PAGE>





PARTICIPATING SECURITIES AND THE TWO-CLASS METHOD
In May 2003, the Emerging Issue Task Force issued Consensus No. 03-6 ("EITF
03-6"),  "Participating  Securities and the Two-class Method under FASB No. 128,
Earnings Per Share".  EITF 03-6 considers how a "participating  security" should
be defined for purposes of applying paragraphs 60 and 61 of Financial Accounting
Standards  Board  ("FASB")  Statement No. 128, and whether  paragraph 61 of FASB
Statement  No. 128 requires an entity to use the  two-class  method in computing
EPS based on the presence of a nonconvertible participating security, regardless
of the  characteristics of that participating  security.  EITF 03-6 is effective
for fiscal periods beginning after March 31, 2004. The adoption of EITF 03-6 did
not have a material  impact on the Company's  results of operations or financial
condition.


ITEM  7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The majority of the Company's long-term debt has fixed interest rates.  However,
the Company is exposed to market risk caused by  fluctuations  in interest rates
because its credit  lines have  variable  interest  rates.  Based on credit line
borrowings outstanding as of June 30, 2004, the Company's interest expense would
increase  by $0.3  million for every 10 percent  increase  in variable  interest
rates.  During the second quarter of fiscal 2004,  the Company  entered into two
interest rate swap agreements, with a total notional amount of $95.0 mllion with
the objective of taking advantage of the current low interest rate  environment.
These swap agreements  have been  designated as fair-value  hedges of certain of
the  Company's  fixed rate debt,  effectively  converting  them to variable rate
obligations  indexed to LIBOR.  The  variable  rate  interest  to be paid by the
Company will be based on 6-month LIBOR plus a spread of 2.1%.  Based on the swap
interest  rate at June 30, 2004,  a  hypothetical  adverse  change in the swaps'
interest  rates of 10%  would  result in a $0.1  million  decrease  in  interest
income.

The Company is also  exposed to market risk  associated  with changes in foreign
currency  exchange  rates.  To manage the  volatility  related to this risk, the
Company enters into forward  exchange  contracts.  As of June 30, 2004, the fair
value of the Company's  outstanding  forward  exchange  contracts  totaled $11.9
million. A hypothetical adverse change in the foreign currency exchange rates of
10% would result in an  unrealized  loss on forward  exchange  contracts of $1.2
million,  which would affect the Company's fiscal 2005 results of operations and
financial  position.  However,  the  unrealized  loss  on the  forward  exchange
contracts would be partially offset by gains on the exposures being hedged.  For
a further discussion of the Company's use of derivative  instruments and hedging
activities,  see note 1,  "Organization  and Summary of  Significant  Accounting
Policies" in the notes to the Consolidated Financial Statements included in Item
8 of this report for more details.




                       The Robert Mondavi Corporation 17
<PAGE>






ITEM  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
of The Robert Mondavi Corporation:


In our  opinion,  the  consolidated  financial  statements  listed  in the index
appearing under Item 15(a) (1) present  fairly,  in all material  respects,  the
financial  position of The Robert Mondavi  Corporation  and its  subsidiaries at
June 30, 2004 and 2003, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 2004 in conformity with
accounting  principles  generally  accepted in the United States of America.  In
addition,  in our opinion,  the financial statement schedule listed in the index
appearing under Item 15(a)(2)  presents fairly,  in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated financial statements.  These financial statements and the financial
statement  schedule are the  responsibility  of the  Company's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
financial  statement  schedule  based on our audits.  We conducted our audits of
these  statements  in  accordance  with  the  standards  of the  Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the  consolidated  financial  statements,  the Company
adopted FASB Interpretation No. 46, Consolidation of Variable Interest Entities,
as of July 1, 2003.


PRICEWATERHOUSECOOPERS LLP
San Francisco, California
August 20, 2004





                        The Robert Mondavi Corporation 18
<PAGE>





                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                    JUNE 30,
                                                                             ----------------------
(In thousands, except share data)                                              2004         2003
                                                                             ---------    ---------
ASSETS
Current assets:
<S>                                                                          <C>          <C>
  Cash and cash equivalents ..............................................   $  48,960    $   1,339
  Accounts receivable, net ...............................................      94,549       96,111
  Inventories ............................................................     387,940      392,635
  Prepaid expenses and other current assets ..............................       7,025       12,545
                                                                             ---------    ---------
    Total current assets .................................................     538,474      502,630

Property, plant and equipment, net .......................................     397,699      416,110
Investments in joint ventures ............................................      29,607       30,763
Restricted cash ..........................................................       6,184        5,143
Other assets .............................................................       6,206        6,531
                                                                             ---------    ---------
        Total assets .....................................................   $ 978,170    $ 961,177
                                                                             =========    =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term borrowings ..................................................   $    --      $   5,000
  Accounts payable .......................................................      26,037       28,727
  Employee compensation and related costs ................................      15,905       13,987
  Accrued interest .......................................................       6,967        7,115
  Other accrued expenses .................................................      14,693        7,317
  Current portion of long-term debt ......................................      18,910        9,837
                                                                             ---------    ---------
    Total current liabilities ............................................      82,512       71,983

Long-term debt, less current portion .....................................     363,289      397,889
Deferred income taxes ....................................................      42,773       30,610
Deferred executive compensation ..........................................       7,484        6,508
Other liabilities ........................................................       2,312        3,193
                                                                             ---------    ---------
      Total liabilities ..................................................     498,370      510,183
                                                                             ---------    ---------
Commitments and contingencies
Shareholders' equity:
  Preferred Stock: authorized - 5,000,000 shares;
    issued and outstanding - no shares ...................................        --           --
  Class A Common Stock, without par value: authorized - 25,000,000 shares;
    issued and outstanding - 10,676,399 and 9,734,645 shares .............      99,268       95,909
  Class B Common Stock, without par value: authorized - 12,000,000 shares;
     issued and outstanding - 5,770,718 and 6,621,734 shares .............       9,256       10,636
  Paid-in capital ........................................................      13,347       11,579
  Retained earnings ......................................................     359,436      333,852
  Deferred compensation stock plans ......................................        (534)        --
  Accumulated other comprehensive income (loss):
    Cumulative translation adjustment ....................................      (1,011)      (1,269)
    Forward contracts ....................................................          38          287
                                                                             ---------    ---------
      Total shareholders' equity .........................................     479,800      450,994
                                                                             ---------    ---------
        Total liabilities and shareholders' equity .......................   $ 978,170    $ 961,177
                                                                             =========    =========
</TABLE>


See Notes to Consolidated Financial Statements.



                       The Robert Mondavi Corporation 19
<PAGE>




                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                    YEAR ENDED JUNE 30,
                                                           ----------------------------------
(In thousands, except per share data)                       2004         2003          2002
                                                          -----------------------------------
<S>                                                       <C>          <C>          <C>
Revenues ..............................................   $ 491,957    $ 475,478    $ 463,587
Less excise taxes .....................................      23,910       22,805       22,229
                                                          ---------    ---------    ---------
Net revenues ..........................................     468,047      452,673      441,358

Cost of goods sold ....................................     283,849      280,957      249,593
                                                          ---------    ---------    ---------
Gross profit ..........................................     184,198      171,716      191,765

Selling, general and administrative expenses ..........     132,259      129,993      125,760
Gain on sale of assets, net ...........................      (1,531)      (1,965)        --
Special charges, net ..................................        --          4,076       12,240
                                                          ---------    --------     ---------
Operating income ......................................      53,470       39,612       53,765

Other (income) expense:
  Interest, net .......................................      21,382       22,414       23,306
  Equity income from joint ventures ...................      (6,685)      (9,423)      (8,868)
  Other ...............................................      (1,580)          89         (255)
                                                          ---------    --------     ---------
Income before income taxes ............................      40,353       26,532       39,582

Provision for income taxes ............................      14,769        9,817       14,844
                                                          ---------    --------     ---------
Net income ............................................   $  25,584    $  16,715    $  24,738
                                                          =========    =========    =========
Earnings per share - basic ............................   $    1.56    $    1.03    $    1.54
                                                          =========    =========    =========
Earnings per share - diluted ..........................   $    1.55    $    1.02    $    1.51
                                                          =========    =========    =========

Weighted average number of shares outstanding - basic        16,401       16,266       16,094
                                                          =========    =========    =========
Weighted average number of shares outstanding - diluted      16,542       16,356       16,383
                                                          =========    =========    =========
</TABLE>

See Notes to Consolidated Financial Statements.



                        The Robert Mondavi Corporation 20
<PAGE>




<PAGE>



           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                       CLASS A             CLASS B                                        ACCUMULATED     TOTAL
                                     COMMON STOCK       COMMON STOCK                         DEFERRED     OTHER           STOCK-
                                 ---------------------------------------- PAID-IN  RETAINED  COMPENSATION COMPREHENSIVE   HOLDER'S
(In thousands)                    SHARES    AMOUNT    SHARES    AMOUNT    CAPITAL  EARNINGS  STOCK PLANS  INCOME (LOSS)   EQUITY
                                 ------------------------------------------------------------------------------------------------
<S>                                  <C>   <C>         <C>    <C>       <C>       <C>            <C>         <C>          <C>
BALANCE AT JUNE 30, 2001..........   9,151 $91,214     6,886  $11,059   $ 10,547  $ 292,399      $   --      $(2,750)    $402,469
Net income........................                                                   24,738
Cumulative translation
   adjustment,  net of
   tax of $620....................                                                                             1,034
Forward contracts, net of tax of
   $(269).........................                                                                              (449)
Comprehensive income..............                                                                                         25,323
Conversion of Class B Common Stock
   to Class A Common Stock........     238     382      (238)    (382)                                                         --
Exercise of Class A Common Stock
   options including related tax
   benefits.......................     189   2,776                           478                                            3,254
Repurchase of Class A Common Stock     (30) (1,116)                                                                        (1,116)
Issuance of Class A Common Stock..      18     571                                                                           571
                                    ------  ------     -----   ------     ------    --------     -------     -------     --------
BALANCE AT JUNE 30, 2002..........   9,566  93,827     6,648   10,677     11,025    317,137          --       (2,165)     430,501

Net income........................                                                   16,715
Cumulative translation
   adjustment, net of tax
   of $263........................                                                                               447
Forward contracts, net of tax of
   $438...........................                                                                               736
Comprehensive income..............                                                                                         17,898
Conversion of Class B Common Stock
   to Class A Common Stock........      26      41       (26)     (41)                                                         --
Exercise of Class A Common Stock
   options including related tax
   benefits.......................     121   1,527                           554                                            2,081
Issuance of Class A Common Stock..      22     514                                                                            514
                                    ------ -------    ------   ------     ------    -------     -------      -------      --------
BALANCE AT JUNE 30, 2003..........   9,735  95,909     6,622   10,636     11,579    333,852          --         (982)     450,994
Net income........................                                                   25,584
Cumulative translation
   adjustment,  net of tax of $149                                                                               258
Forward contracts, net of tax of
   $(140).........................                                                                              (249)
Comprehensive income..............                                                                                         25,593
Deferred compensation stock plan                                           1,361                 (1,361)                      --
Amortization of deferred
   compensation stock plan                                                                           827                       827
Conversion of Class B Common Stock
   to Class A Common Stock........     851   1,380      (851)  (1,380)                                                         --
Exercise of Class A Common Stock
   options including related tax
   benefits.......................      74   1,504                           407                                            1,911
Issuance of Class A Common Stock..      16     475                                                                            475
                                    ------ -------    ------  -------   --------  ---------     ---------   ---------   ---------
BALANCE AT JUNE 30, 2004..........  10,676 $99,268     5,771  $ 9,256    $13,347  $ 359,436     $   (534)     $ (973)   $ 479,800
                                    ====== =======    ======  =======   ========  =========     =========   =========   =========
</TABLE>


See Notes to Consolidated Financial Statements.




                        The Robert Mondavi Corporation 21
<PAGE>





                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                          YEAR ENDED JUNE 30,
                                                                 ----------------------------------
(In thousands)                                                    2004         2003          2002
                                                                 ----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                             <C>          <C>          <C>
Net income ..................................................   $  25,584    $  16,715    $  24,738
Adjustments to reconcile net income to net cash flows
  from operating activities:
  Deferred income taxes .....................................       9,283       10,815       (6,054)
  Depreciation and amortization .............................      25,348       25,239       24,512
  Equity income from joint ventures .........................      (6,685)      (9,423)      (8,868)
  Distributions of earnings from joint ventures .............       7,648        9,388        9,132
  Special charges, net ......................................        --          4,076       10,320
  Inventory and fixed asset write-downs .....................       2,451       11,565        3,750
  Gain on sale of assets, net ...............................      (1,531)      (1,965)        --
  Other .....................................................       2,238        1,472          315
  Change in assets and liabilities, net of acquisitions:
    Accounts receivable, net ................................       1,562       (3,556)      12,000
    Inventories .............................................       6,173      (16,839)     (33,814)
    Other assets ............................................       5,303       (5,306)       5,531
    Accounts payable and accrued expenses ...................       4,921         (542)      (7,344)
    Deferred executive compensation .........................         976          851          529
    Other liabilities .......................................        (332)        (344)        (230)
                                                                ---------    ---------    ---------
Net cash flows from operating activities ....................      82,939       42,146       34,517
                                                                ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property, plant and equipment ...............     (16,502)     (36,148)    (137,698)
Proceeds from sale of assets ................................       3,788       24,967       12,553
Distributions from joint ventures ...........................        --           --         15,657
Contributions of capital to joint ventures ..................        --         (1,814)      (7,287)
Increase in restricted cash .................................      (1,041)        (838)        (402)
                                                                ---------    ---------    ---------
Net cash flows from investing activities ....................     (13,755)     (13,833)    (117,177)
                                                                ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Book overdraft ..............................................        --         (2,734)       2,734
Net repayments under credit lines ...........................     (19,000)     (22,400)     (19,600)
Proceeds from issuance of long-term debt ....................       5,102       10,625      105,195
Principal repayments of long-term debt ......................      (8,797)     (13,831)     (14,856)
Proceeds from issuance of Class A Common Stock ..............         475          514          571
Exercise of Class A Common Stock options ....................       1,504        1,527        2,776
Repurchase of Class A Common Stock ..........................        --           --         (1,116)
Other .......................................................        (847)        (675)        (233)
                                                                ---------    ---------    ---------
Net cash flows from financing activities ....................     (21,563)     (26,974)      75,471
                                                                ---------    ---------    ---------
Net change in cash and cash equivalents .....................      47,621        1,339       (7,189)
Cash and cash equivalents at the beginning of the fiscal year       1,339         --          7,189
                                                                ---------    ---------    ---------
Cash and cash equivalents at the end of the fiscal year .....   $  48,960    $   1,339    $      --
                                                                =========    =========    =========
</TABLE>


See Notes to Consolidated Financial Statements.





                        The Robert Mondavi Corporation 22
<PAGE>




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except per share amounts)

NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Robert Mondavi  Corporation  (RMC) and its  consolidated  subsidiaries  (the
Company) are primarily engaged in the production,  sale and marketing of premium
table  wine.  The  Company  also  sells  wine  under   importing  and  marketing
agreements.

The  Company  sells its  products  principally  to  distributors  for  resale to
restaurants  and retail  outlets in the United States of America.  A substantial
part of the Company's wine sales is  concentrated in California and, to a lesser
extent, the states of Florida, Texas, New York, Massachusetts, Pennsylvania, New
Jersey and Illinois. Export sales account for approximately 10% of net revenues,
with major markets in Canada, Europe and Asia.

A summary of significant accounting policies follows:

BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of RMC and all its
subsidiaries. All significant intercompany transactions and intercompany profits
on purchases included in inventory are eliminated. Investments in joint ventures
are accounted for using the equity method.

In  January  2003,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Financial Interpretation No. 46 ("FIN 46"),  "Consolidation of Variable Interest
Entities",   an   interpretation   of  Accounting   Research   Bulletin  No.  51
"Consolidated Financial Statements".  FIN 46 establishes accounting guidance for
the  consolidation  of variable  interest  entities that function to support the
activities of the primary  beneficiary,  and applies to any business enterprise,
either  public  or  private,  that  has  a  controlling  interest,   contractual
relationship or other business relationship with a variable interest entity. The
Company  maintains  master lease  facilities  that enable the leasing of certain
real property  (predominantly  vineyards) to be constructed or acquired and that
qualify  as  variable   interest  entities  with  the  Company  as  the  primary
beneficiary.  Accordingly,  the Company has  adopted the  provisions  of FIN 46,
effective  July  1,  2003,  and  has  included  in  its  consolidated  financial
statements  the assets and related  liabilities  leased  under its master  lease
facilities. Also, as encouraged by the Interpretation,  the Company has restated
prior period financial  statements back to July 1, 2001. As a result,  property,
plant and equipment and long-term  debt were increased by $114,095 and $114,557,
respectively,  and  inventory,  deferred  income tax  liabilities  and  retained
earnings were decreased by $1,754,  $826 and $1,390,  respectively,  at June 30,
2003. As of June 30, 2002, property, plant and equipment and long-term debt were
increased by $105,145 and $105,195, respectively, and inventory, deferred income
tax liabilities and retained  earnings were decreased by $1,194,  $466 and $778,
respectively.  Net income for the year ended June 30, 2003 and 2002, was reduced
by $612 or  $0.04  per  diluted  share  and  $778 or $0.05  per  diluted  share,
respectively.  On July 1, 2001, property, plant and equipment and long-term debt
were  increased  by  $88,292.  In  December  2003,  the FASB  issued  a  revised
Interpretation  No. 46, ("FIN 46R"), which clarified and enhanced the provisions
of FIN 46. The Company was required to adopt FIN 46R in the current fiscal year.
The Company has  evaluated FIN 46R, and based on this  evaluation,  the adoption
did not have a significant impact on the Company's financial condition,  results
of operations or cash flows.

RECLASSIFICATIONS
Certain fiscal 2003 and 2002 balances have been reclassified to conform with the
current  year  presentation.  These  reclassifications  had  no  effect  on  the
Consolidated Statements of Operations and Consolidated Balance Sheets.

SEGMENT REPORTING
Management  organizes  financial  information  primarily  by  product  line  for
purposes of making operating decisions and assessing performance.  These product
lines have been  aggregated as a single  operating  segment in the  consolidated
financial  statements  because  they  share  similar  economic  characteristics,
production  processes,  customer types and  distribution  methods.  See note 14,
"Subsequent  Events"  for  information   regarding  segment  presentation  going
forward.

SIGNIFICANT ACCOUNTING ASSUMPTIONS AND ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions   that  affect  the  reported   amounts  of  assets,
liabilities,  revenues and expenses,  and the related  disclosures of contingent
assets and liabilities.  These estimates  include the accounting for promotional
activities,  recoverability of accounts receivable,  valuation of inventory, the
adequacy of the valuation  allowance for deferred tax assets, the recoverability
of goodwill and licenses associated with business acquisitions, and the adequacy
of  the  Company's   liabilities   for  its   self-insured   medical  plan,  its
high-deductible   workers   compensation   plan,   and   litigation   and  other
contingencies  in the ordinary  course of business.  Actual results could differ
from those estimates under different assumptions or conditions.



                        The Robert Mondavi Corporation 23
<PAGE>



CASH AND CASH EQUIVALENTS
The Company  considers  all highly  liquid  investments  with  maturity of three
months or less on the date of  purchase  to be cash  equivalents.  The  carrying
amount reported in the balance sheet for cash and cash equivalents  approximates
its fair value.

REVENUE RECOGNITION
Revenue is  recognized  when  product is shipped  and title and the risk of loss
transfers to the customer.  The Company's standard terms are FOB shipping point,
with no customer acceptance  provisions.  The cost of price promotions,  rebates
and coupon  programs are treated as reductions  of revenues.  Revenue from items
sold through the Company's  retail  locations is recognized at the time of sale.
No products are sold on consignment.

COST OF GOODS SOLD
Costs of goods sold includes costs associated with grape growing, external grape
and bulk wine costs,  packaging  materials,  winemaking  and  production  costs,
vineyard and production  administrative  support and overhead costs,  purchasing
and  receiving  costs,  warehousing  costs,  and  shipping  and  handling  costs
associated with transporting inventory within and between Company locations. The
Company  does not incur  shipping  and handling  costs once its  customers  take
possession of and title to inventory at the shipping point.  Costs of goods sold
also  includes  charges  recorded  for  reductions  to  the  carrying  value  of
inventories that are obsolete or in excess of the Company's  forecasted usage to
their estimated net realizable  value.  Charges  recorded in costs of goods sold
for inventory  write-downs  totaled $11,565 in fiscal 2003 compared to $3,750 in
fiscal  2002.  Additionally,  included  in costs of goods sold in fiscal 2003 is
$1,171 for losses incurred in terminating certain grape contracts. No write down
charges were recognized in fiscal 2004 for costs of goods sold.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES
Selling,    general   and   administrative   expenses   consist   primarily   of
non-manufacturing  administrative and overhead costs, advertising, point of sale
material and other marketing promotion costs.  Advertising costs are expensed as
incurred or the first time the advertising takes place.  Point of sale materials
are accounted  for as inventory and charged to expense as utilized.  Advertising
expense,  including point of sale materials charged to expense, totaled $10,351,
$17,029 and $18,244,  respectively,  for the year ended June 30, 2004,  2003 and
2002.

SELF-INSURANCE
The Company's  liabilities for its self-insured medical plan and high-deductible
workers'  compensation plan are estimated based on the Company's historic claims
experience,  estimated  future claims costs,  and other  factors.  The Company's
accrued  liability for its self-insured  plans at June 30, 2004 and 2003 totaled
$2,333 and $2,066, respectively.

OTHER COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes revenues,  expenses,  gains and losses that
are  excluded  from net income under  current  accounting  standards,  including
foreign  currency  translation  adjustments  and unrealized  gains and losses on
forward foreign currency contracts.  The Company presents  comprehensive  income
(loss) in the accompanying  Consolidated  Statements of Changes in Shareholders'
Equity.

MAJOR CUSTOMERS
The Company sells the majority of its wines to distributors in the United States
of America and through brokers and agents in export  markets.  There is a common
ownership in several  distributorships in different states that, when considered
to be one entity, represented 28%, 32% and 29%, respectively,  of gross revenues
for the year ended June 30, 2004, 2003 and 2002. Trade accounts  receivable from
these  distributors  at June 30,  2004 and 2003  totaled  $29,295  and  $28,965,
respectively.

ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company determines its allowance for doubtful accounts based on the aging of
accounts  receivable  balances,  its  historic  write-off  experience,  and  the
financial  condition of its  customers.  The  Company's  allowance  for doubtful
accounts at June 30, 2004 and 2003 totaled $500.

INVENTORIES
Inventories  are  valued at the lower of cost or market.  Inventory  and cost of
goods sold are determined  using the first-in,  first-out  (FIFO) method.  Costs
associated  with growing crops,  winemaking and other costs  associated with the
manufacturing  of product for resale are recorded as  inventory.  In  accordance
with the general practice in the wine industry, wine inventories are included in
current assets,  although a portion of such  inventories may be aged for periods
longer than one year.




                        The Robert Mondavi Corporation 24
<PAGE>


The Company  continually  assesses the valuation of its  inventories and reduces
the carrying  value of those  inventories  that are obsolete or in excess of the
Company's  forecasted  usage  to  their  estimated  net  realizable  value.  Net
realizable  value  is  estimated  using  historic  experience,   current  market
conditions and assumptions  about future market  conditions and expected demand.
The  Company's  reserve  for  inventory  write-downs  at June 30,  2004 and 2003
totaled $2,520 and $2,691, respectively.

PROPERTY, PLANT AND EQUIPMENT
Property,  plant and equipment are stated at cost.  Maintenance  and repairs are
expensed as incurred. Costs incurred in developing vineyards,  including related
interest  costs,  are  capitalized  until  the  vineyards  become   commercially
productive. The cost of property, plant and equipment sold or otherwise disposed
of and the related accumulated depreciation are removed from the accounts at the
time of disposal  with  resulting  gains and losses  included in Other  (Income)
Expense in the Consolidated Statements of Operations.

Depreciation and amortization is computed using the straight-line  method,  with
the exception of barrels,  which are  depreciated  using an accelerated  method,
over the  estimated  useful lives of the assets  amounting to 20 to 30 years for
vineyards,  45 years for buildings,  3 to 20 years for production  machinery and
equipment  and 3 to 10 years for other  equipment.  Leasehold  improvements  are
amortized over the estimated  useful lives of the  improvements  or the terms of
the related lease, whichever is shorter.

LONG-LIVED ASSET IMPAIRMENT
During fiscal 2003, the Company adopted  Statement of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets",  which addresses financial  accounting and reporting for the impairment
or disposal of long-lived  assets. In accordance with Statement 144, the Company
reviews  its  long-lived  assets for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison  of the carrying  amount of an asset to estimated  undiscounted  cash
flows expected to be generated by the asset.  If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment  charge is recognized for
the amount by which the  carrying  amount of the asset  exceeds  its fair value.
Assets to be disposed of are  reported  at the lower of the  carrying  amount or
fair value  less  costs to sell and are  generally  no longer  depreciated.  The
adoption  of  Statement  144 did not have a  material  impact  on the  Company's
consolidated financial statements.

RESTRICTED CASH
Restricted  cash includes  funds  reserved on behalf of the  Company's  deferred
compensation plan for certain key executives,  officers and directors.  For more
information  related to this plan,  refer to note 6, "Employee  Compensation and
Related Costs".

OTHER ASSETS
Other  assets  include  loan fees,  licenses,  goodwill,  label design and notes
receivable.  Loan  fees,  licenses  and label  design  are  amortized  using the
straight-line method over their estimated useful lives or terms of their related
loans,  not  exceeding 40 years.  Effective  July 1, 2001,  the Company  adopted
Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets". Under Statement 142, goodwill is no longer amortized but it
remains on the balance sheet and is reviewed at least  annually for  impairment.
The adoption of Statement  142 did not have a material  impact on the  Company's
consolidated  financial  statements.  Goodwill and licenses at June 30, 2004 and
2003 totaled $2,900 and $3,300, respectively.

INCOME TAXES
Deferred  income  taxes are  computed  using  the  liability  method.  Under the
liability  method,  taxes are  recorded  based on the future tax  effects of the
difference between the tax and financial reporting bases of the Company's assets
and  liabilities.  In estimating  future tax  consequences,  all expected future
events are considered,  except for potential income tax law or rate changes. The
Company has  concluded  that it is more likely than not, all of its deferred tax
assets will be realized.  Accordingly, no deferred tax asset valuation allowance
had been recorded at June 30, 2004 and 2003.

STOCK-BASED COMPENSATION
The Company measures  compensation  cost for employee stock options,  restricted
shares and similar equity instruments using the intrinsic value method described
in  Accounting  Principles  Board Opinion No. 25 (APB No. 25),  "Accounting  for
Stock Issued to Employees", and related interpretations.  In accordance with APB
No.  25,  the  compensation  cost for stock  options  and  restricted  shares is
recognized in income based on the excess,  if any, of the quoted market price of
the stock at the  grant  date of the  award or other  measurement  date over the
amount an  employee  must pay to acquire  the  stock.  No  stock-based  employee
compensation  cost  relating to stock options is reflected in net income for the
years ended June 30, 2004, 2003 or 2002.  Stock-based employee compensation cost
of $827  relating to  restricted  shares is reflected in net income for the year
ended June 30, 2004,  the first  fiscal year the plan was in place.  The Company
utilizes the  disclosure-only  provisions  of Statement of Financial  Accounting
Standards No. 123,  "Accounting  for  Stock-Based  Compensation",  as amended by
Statement 148.



                        The Robert Mondavi Corporation 25
<PAGE>


The following table  illustrates the effect on net income and earnings per share
if the Company had applied the fair value  recognition  provisions  of Statement
123 to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED JUNE 30,
                                                                         --------------------------------------------
                                                                              2004            2003            2002
                                                                         --------------------------------------------
<S>                                                                       <C>             <C>             <C>
Net income, as reported...............................................    $    25,584     $    16,715     $    24,738
Add back of total stock-based compensation expense, as reported.......    $       827     $        --     $        --
Less total stock-based compensation expense determined under
   fair value based method for all awards, net of tax effects.........         (3,490)         (3,236)         (3,114)
                                                                          -----------     -----------     -----------
Pro forma net income..................................................    $    22,921     $    13,479     $    21,624
                                                                          ===========     ===========     ===========
Earnings per share:
  Basic, as reported..................................................    $      1.56     $      1.03     $      1.54
                                                                          ===========     ===========     ===========
  Basic, pro forma....................................................    $      1.40     $      0.83     $      1.34
                                                                          ===========     ===========     ===========
  Diluted, as reported................................................    $      1.55     $      1.02     $      1.51
                                                                          ===========     ===========     ===========
  Diluted, pro forma..................................................    $      1.39     $      0.82     $      1.32
                                                                          ===========     ===========     ===========
</TABLE>

For purposes of calculating compensation cost using the fair value-based method,
the fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for  grants  in  fiscal  2004,  2003 and  2002,  respectively:
dividend  yield of 0% for all years;  expected  volatility  of 41%, 43% and 44%;
risk-free  interest rates of 3.04%, 3.18% and 3.77%; and expected lives of three
to five  years for all  years.  The  weighted-average  grant-date  fair value of
options  granted during fiscal 2004,  2003 and 2002,  respectively,  was $12.02,
$13.54 and $14.63 per share, respectively.

EARNINGS PER SHARE
Diluted  earnings per share is computed by dividing net income by the sum of the
weighted  average number of Class A and Class B common shares  outstanding  plus
the  dilutive  effect,  if any, of common  share  equivalents  for stock  option
awards.  Potentially  dilutive  securities are excluded from the  computation of
diluted earnings per share if their inclusion would have an antidilutive effect.
Excluded  antidilutive  securities  are  approximately  871,000,  1,155,000  and
429,000 options, respectively, for the year ended June 30, 2004, 2003 and 2002.

In computing basic earnings per share for the year ended June 30, 2004, 2003 and
2002,   no   adjustments   have  been  made  to  net   income   (numerator)   or
weighted-average  shares outstanding  (denominator).  The computation of diluted
earnings per share for the same periods is identical to the computation of basic
earnings  per  share  except  that  the   weighted-average   shares  outstanding
(denominator) has been increased by approximately  141,000,  90,000 and 290,000,
respectively,  for the year ended June 30,  2004,  2003 and 2002 to include  the
dilutive effect of stock options outstanding.

FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Company's  debt is estimated  based on the current  market
rates  available to the Company for debt of the same  remaining  maturities.  At
June 30, 2004, the carrying amount and estimated fair value of debt was $382,199
and $389,427,  respectively. At June 30, 2003, the carrying amount and estimated
fair value of the Company's  debt was $412,725 and $436,733,  respectively.  The
carrying amounts of the Company's cash, accounts receivable and accounts payable
approximate fair value due to the short maturity of these instruments.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company accounts for its derivative instruments in accordance with Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities", as amended by Statements 137 and 138. These
accounting pronouncements  collectively require that all derivatives be measured
at  fair  value  and  recognized  in the  balance  sheet  as  either  assets  or
liabilities.  They also  require that  changes in a  derivative's  fair value be
recognized  currently in earnings unless specific hedge accounting  criteria are
met.

The Company has only a limited involvement with derivative  instruments and does
not use them for trading purposes.  Forward exchange  contracts,  generally with
average  maturities of less than one year,  are used as  protection  against the
risk  that  the  eventual  U.S.   dollar  cash  flows   resulting  from  certain
unrecognized firm purchase commitments and forecasted  transactions  denominated
in foreign  currencies will be adversely  affected by changes in exchange rates.
The  Company  formally  assesses  both  at  inception  and  at  least  quarterly
thereafter,  whether the  derivative  instruments  are  effective at  offsetting
changes in the cash flows of the hedged transactions.



                        The Robert Mondavi Corporation 26
<PAGE>


The  derivative   instruments   associated  with   unrecognized   firm  purchase
commitments  are designated as fair-value  hedges.  The  derivative  instruments
associated  with  forecasted  transactions  are designated as cash-flow  hedges.
Changes in the fair value of derivatives  designated as fair-value hedges, along
with  changes  in the fair  value of the  hedged  asset  or  liability  that are
attributable to the hedged risk (including  changes that reflect losses or gains
on firm  commitments),  are recorded in current period earnings.  Changes in the
fair value of derivative instruments designated as cash-flow hedges are recorded
in  accumulated  other  comprehensive  loss,  until earnings are affected by the
variability  of  cash  flows  of the  hedged  transaction.  Amounts  related  to
purchases  of  inventory  items are  recorded  in cost of goods sold and amounts
related  to all other  items are  included  in other  expense.  Any  ineffective
portion of the change in fair value for all hedges is recognized  immediately in
earnings.  No  material  foreign  currency  gains or losses were  recognized  in
earnings for the year ended June 30, 2004, 2003 and 2002. The Company expects to
reclassify  the  majority of the existing  $38 net gain from  accumulated  other
comprehensive loss to earnings during fiscal 2005.  However,  the amount that is
ultimately  reclassified to earnings may differ as a result of future changes in
exchange rates.

At June 30,  2004,  the  Company had  outstanding  forward  exchange  contracts,
hedging  primarily   Australian  dollar  purchases  of  software  and  wine  and
forecasted  receipts  of Canadian  dollars and  European  euros,  with  notional
amounts totaling $11,692.  Using exchange rates outstanding as of June 30, 2004,
the U.S. dollar equivalent of the contracts totaled $11,894.

During the second quarter of fiscal 2004, the Company  entered into two interest
rate  swap  agreements,  with a total  notional  amount  of  $95,000,  with  the
objective to take advantage of the current low interest rate environment.  These
swap  agreements  have been  designated as  fair-value  hedges of certain of the
Company's  fixed  rate  debt,  effectively  converting  them  to  variable  rate
obligations  indexed to LIBOR.  The  variable  rate  interest  to be paid by the
Company will be based on 6-month LIBOR plus a spread of 2.1%.  The swap has been
marked to fair value at June 30,  2004,  resulting  in the  recording  of a swap
liability of $1,753,  which is included in Long-term  Debt, Less Current Portion
in the Consolidated Balance Sheets.

ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On April 30, 2003,  the FASB issued  Statement No. 149,  "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". Statement 149 is intended
to result in more  consistent  reporting  of  contracts  as either  freestanding
derivative  instruments subject to Statement 133 in their entirety, or as hybrid
instruments  with debt host  contracts  and  embedded  derivative  features.  In
addition,  Statement 149  clarifies the  definition of a derivative by providing
guidance  on the  meaning of initial  net  investments  related to  derivatives.
Statement 149 is effective for contracts entered into or modified after June 30,
2003.  The  adoption  of  Statement  149 did not have a  material  effect on the
Company's consolidated financial position, results of operations or cash flows.

On May 15, 2003,  the FASB issued  Statement  No. 150,  "Accounting  for Certain
Financial  Instruments  with  Characteristics  of Both  Liabilities and Equity".
Statement 150 establishes standards for classifying and measuring as liabilities
certain  financial  instruments  that embody  obligations of the issuer and have
characteristics  of both  liabilities  and equity.  Statement  150  represents a
significant  change in the  practice  of  accounting  for a number of  financial
instruments,  including  mandatory  redeemable  equity  instruments  and certain
equity  derivatives that frequently are used in connection with share repurchase
programs.  Statement 150 is effective for all financial  instruments  created or
modified after May 31, 2003,  and for other  instruments as of July 1, 2003. The
adoption  of this  statement  did not have a  material  impact on the  Company's
financial position, results of operations or cash flows.

In May 2003, the Emerging Issue Task Force issued Consensus No. 03-6 ("EITF
03-6"),  "Participating  Securities and the Two-class Method under FASB No. 128,
Earnings Per Share".  EITF 03-6 considers how a "participating  security" should
be defined for purposes of applying paragraphs 60 and 61 of Financial Accounting
Standards  Board  ("FASB")  Statement No. 128, and whether  paragraph 61 of FASB
Statement  No. 128 requires an entity to use the  two-class  method in computing
EPS based on the presence of a nonconvertible participating security, regardless
of the  characteristics of that participating  security.  EITF 03-6 is effective
for fiscal periods beginning after March 31, 2004. The adoption of EITF 03-6 did
not have a material  impact on the Company's  results of operations or financial
condition.



                       The Robert Mondavi Corporation 27
<PAGE>



NOTE 2  INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                      JUNE 30,
                                            ----------------------------
                                                 2004            2003
                                            ----------------------------
<S>                                         <C>             <C>
Wine in production......................... $   199,673     $   224,064
Bottled wine...............................     160,148         145,842
Crop costs and supplies....................      28,119          22,729
                                            -----------     -----------
                                            $   387,940     $   392,635
                                            ===========     ===========
</TABLE>

In fiscal 2001, the Arrowood  acquisition resulted in the allocation of purchase
price in excess of book value,  totaling $15,161,  to inventories at the date of
acquisition. This difference between the original book value and the fair market
value of the inventory  upon  acquisition  is referred to as inventory  step-up.
Included in inventories at June 30, 2004 and 2003, respectively,  was $1,205 and
$2,837 of inventory step-up remaining from the Arrowood acquisition.

NOTE 3  PROPERTY, PLANT AND EQUIPMENT

The cost and accumulated depreciation of property, plant and  equipment consist
of the following:

<TABLE>
<CAPTION>
                                                      JUNE 30,
                                             ---------------------------
                                                2004              2003
                                             ---------------------------
<S>                                          <C>             <C>
Land.........................................$    87,764     $    58,674
Vineyards....................................    143,113         122,806
Buildings....................................     74,307          72,996
Production machinery and equipment...........    190,280         197,343
Other equipment..............................     39,352          40,815
Vineyards under development..................      1,068           2,767
Construction in progress.....................     16,016          71,054
                                             -----------     -----------
                                                 551,900         566,455
Less, accumulated depreciation...............   (154,201)       (150,345)
                                             -----------     -----------
                                             $   397,699     $   416,110
                                             ===========     ===========
</TABLE>

Included in property, plant and equipment are assets leased under capital leases
with  cost  and   accumulated   depreciation   totaling   $104,192  and  $3,591,
respectively, at June 30, 2004 and $44,366 and $1,085, respectively, at June 30,
2003.  Depreciation expense for machinery and equipment under capital leases was
$2,506,  $427 and  $335  for the  year  ended  June  30,  2004,  2003 and  2002,
respectively.

Included in property, plant and equipment is $381, $1,411 and $3,255 of interest
capitalized for the year ended June 30, 2004, 2003 and 2002, respectively.

NOTE 4  ASSETS HELD FOR SALE

During the second quarter of fiscal 2004, the Company  decided to sell its joint
venture  investment  in Vina  Caliterra.  As a result,  the Company  recorded an
impairment  of $6,075 for the  difference  between the  carrying  value and fair
value less costs to sell at December  31,  2003.  The loss is included in Equity
Income from Joint Ventures in the  Consolidated  Statements of  Operations.  The
sale of Vina Caliterra was completed on January 22, 2004, for an amount equal to
the impaired value.

During  fiscal  2003,  the Company  determined  that certain of its vineyard and
other assets were no longer  expected to fit its long-term  grape sourcing needs
or meet its long-term financial objectives. At that time, assets with a combined
book value of $46,894 were  identified for potential  future sale.  These assets
were held and used while the  Company  pursues  the sale of the  assets.  During
fiscal 2003, the Company agreed to sell vineyard  properties for an amount lower
than its book value,  less costs required to sell the  properties.  As a result,
the Company  recorded an asset  impairment  charge of $5,347 during fiscal 2003,
which is included in Gain on Sale of Assets, Net in the Consolidated  Statements
of  Operations.  The sale of the  properties was completed in the second half of
fiscal  2003.  In  addition,  the Company  recorded a $7,312 gain on the sale of
nonstrategic  assets during fiscal 2003, which was also included in Gain on Sale
of Assets, Net in the Consolidated  Statements of Operations.  At June 30, 2004,
the net book value of the remaining assets held for sale totaled $40,475,  which
is included in Property,  Plant and Equipment in the Consolidated Balance Sheet.
The Company  believes that this value is recoverable and it does not exceed fair
value.



                        The Robert Mondavi Corporation 28
<PAGE>


During the first quarter of fiscal 2004, the Company sold a  nonstrategic  asset
to a related  party at a price  determined  using  independent  appraisers.  The
transaction  resulted  in a gain of $1,965 and was  included  in Gain on Sale of
Assets, Net in the Consolidated Statements of Operations.

NOTE 5  INVESTMENTS IN JOINT VENTURES

During fiscal 2002, the Company  restructured its interest in Ornellaia.  All of
the  outstanding  shares  of  Ornellaia  are now held by a 50/50  joint  venture
between the Company and Marchesi  de'Frescobaldi.  As a result of  restructuring
its  interest  in  Ornellaia,  the  Company  received  distributions  of capital
totaling  $15,657 from its original  joint  venture and the Company  contributed
$6,040 to its new joint venture.  The Company also repurchased  29,976 shares of
its Class A Common Stock for $1,116, which were previously held by Ornellaia.

The  Company's  interest in income and losses for each joint venture is equal to
its ownership  percentage.  The Opus One joint venture is a general partnership,
of which the Company has a 50% general partnership interest. The Ornellaia joint
venture is a C-Corporation,  of which the Company has a 50% interest.  The Italy
joint  venture is a limited  liability  company,  of which the Company has a 50%
interest.  During fiscal 2004, the Australia joint venture  operated through two
entities: a limited liability company, of which the Company owns a 50% interest;
and a general  partnership,  of which the Company has a 50% general  partnership
interest.  Effective July 1, 2004, the Company  dissolved its joint venture with
the Robert Oatley family and Southcorp  Limited which  produced the Kirralaa and
Talomas  brands.  The Company now produces  Talomas wines for Southcorp  Limited
under a production  agreement  while Southcorp  produces  Kirralaa wines for the
Company under a similar production agreement. Prior to September 2003, the Chile
joint  venture  was a single  corporation,  of  which  the  Company  owned a 50%
interest.  During  September  2003,  the joint  venture  was split  into two new
corporations  in order to separate the Sena and Arboleda  brands and assets from
the  Caliterra  brand and assets.  The Company had a 50% interest in each of the
new  corporations.  In January  2004,  the Company  sold its 50% interest in the
corporation  holding the Caliterra  brand and assets ("Vina  Caliterra")  to its
joint venture partner for $1,673 (see Assets Held for Sale above).

Investments in joint ventures are summarized  below.  The Company's  interest in
income and losses for each joint venture is stated within parentheses.

<TABLE>
<CAPTION>

                                                               JUNE 30,
                                                      ---------------------------
                                                            2004         2003
                                                      ---------------------------
<S>      <C>                                          <C>             <C>
Opus One (50%)........................................$    12,763     $    10,695
Chile (50%)...........................................        588           6,160
Italy (50%)...........................................      6,704           6,662
Ornellaia (50%).......................................      7,143           4,334
Australia (50%).......................................      2,071           2,295
Other (50%)...........................................        338             671
                                                      -----------     -----------
                                                      $    29,607     $    30,763
                                                      ===========     ===========

</TABLE>

The condensed  combined balance sheets and statements of operations of the joint
ventures, along with the Company's proportionate share, are summarized below:


<TABLE>
<CAPTION>

BALANCE SHEETS
                                                               COMBINED                        PROPORTIONATE SHARE
                                                               JUNE 30,                              JUNE 30,
                                                        --------------------------         ---------------------------
                                                           2004            2003                2004            2003
                                                        --------------------------         ---------------------------
<S>                                                     <C>            <C>                 <C>             <C>
Current assets......................................    $    57,683    $    81,144         $    28,842     $    40,572
Other assets........................................         76,188         84,412              38,094          42,206
                                                        -----------    -----------         -----------     -----------
  Total assets......................................    $   133,871    $   165,556         $    66,936     $    82,778
                                                        ===========    ===========         ===========     ===========

Current liabilities.................................    $    20,319    $    37,229         $    10,160     $    18,615
Other liabilities...................................         36,757         50,901              18,378          25,450
Venturers' equity...................................         76,795         77,426              38,398          38,713
                                                        -----------    -----------         -----------     -----------
  Total liabilities and venturers' equity...........    $   133,871    $   165,556         $    66,936     $    82,778
                                                        ===========    ===========         ===========     ===========
</TABLE>


The  Company's  investment  in each joint  venture  increases or decreases  each
period  for its share of income  and  losses  (equity  income)  from each  joint
venture and for any  contributions  of capital to or  distributions  of earnings
from the joint  ventures.  During the year ended  June 30,  2004,  there were no
contributions  of  capital;  total  distributions  of $7,648  were made from the
Company's joint ventures.




                        The Robert Mondavi Corporation 29
<PAGE>

The  condensed  combined  statements  of  operations  of the joint  ventures are
summarized  below.  The Company's equity income from joint ventures differs from
the amount that would be obtained by applying the Company's  ownership  interest
to the net  income of these  entities  due to the  elimination  of  intercompany
profit in inventory.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                            COMBINED                                   PROPORTIONATE SHARE
                                      YEAR ENDED JUNE 30,                              YEAR ENDED JUNE 30,
                          ----------------------------------------------------------------------------------------------
                                  2004          2003           2002               2004          2003            2002
                          ---------------------------------------------   ----------------------------------------------
<S>                           <C>            <C>           <C>                <C>            <C>            <C>
Net revenues...............   $   76,465     $   86,687    $   77,023         $   38,233     $   45,332     $   44,564
Cost of goods sold.........       28,453         35,445        30,804             14,227         18,257         18,763
                              ----------     ----------    ----------         ----------     ----------     ----------
Gross profit...............       48,012         51,242        46,219             24,006         27,075         25,801
Other expenses.............       28,444         30,224        25,667             14,223         15,923         15,405
                              ----------     ----------    ----------         ----------     ----------     ----------
Net income.................   $   19,568     $   21,018    $   20,552         $    9,783     $   11,152     $   10,396
                              ==========     ==========    ==========         ==========     ==========     ==========
</TABLE>


NOTE 6  EMPLOYEE COMPENSATION AND RELATED COSTS

The Company has a tax-qualified defined contribution  retirement plan (the Plan)
which covers  substantially all of its employees.  Company  contributions to the
Plan are 7% of eligible  compensation paid to participating  employees.  Company
contributions to the Plan were $3,766, $3,157 and $3,562 for the year ended June
30, 2004, 2003 and 2002, respectively.  Contributions to the Plan are limited by
the  Internal  Revenue  Code.  The  Company  has  a  non-qualified  supplemental
executive  retirement  plan to restore  contributions  limited by the Plan. This
plan is  administered on an unfunded basis.  The unfunded  liability  related to
this plan totaled $2,486 and $2,349 at June 30, 2004 and 2003, respectively.

The Company has a deferred  compensation plan offered to certain key executives,
officers and  directors.  Under the  provisions of this plan,  participants  may
elect to defer up to 100% of their eligible  compensation  and earn a guaranteed
interest rate on their deferred amounts,  which was approximately  7.9% and 8.7%
for the year ended June 30, 2004 and 2003, respectively. The Company's liability
under  this  plan  totaled  $4,914  and  $4,091  at  June  30,  2004  and  2003,
respectively.  Amounts deferred are held within a Rabbi Trust for the benefit of
the  participants.  These funds and the  accumulated  interest  were included in
Restricted Cash in the Consolidated Balance Sheets.

The  Company  also has a  deferred  executive  incentive  compensation  plan for
certain present and past key officers.  In February 1993, the Board of Directors
determined  that no future units would be awarded under the plan;  however,  the
plan remains in place with  respect to existing  units.  Subject to  participant
election for deferral of payments and payment terms for  participants  no longer
in the plan, the accrued  amounts are  distributable  in cash when fully vested.
The  compensation  earned on the units and accumulated  interest on fully vested
amounts not  distributed,  are  accrued but  unfunded.  The  unfunded  liability
related  to this plan  totaled  $2,570  and  $2,395  at June 30,  2004 and 2003,
respectively.

NOTE 7  LONG-TERM DEBT AND SHORT-TERM BORROWINGS

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                                  JUNE 30,
                                                                                      ----------------------------------
                                                                                               2004            2003
                                                                                      ----------------------------------
<S>                                                                                       <C>             <C>
Uncollateralized master lease facility; interest rate 2.55%
  at June 30, 2004; principal and interest due through fiscal 2006...................     $   111,827     $   106,725
Uncollateralized $150,000 revolving credit line;
  principal and interest due through fiscal 2005.....................................              --          14,000
Fixed rate collateralized term loans; interest rates 7.76% to 9.85%
  at June 30, 2004; principal and interest due through fiscal 2009...................           3,072           3,591
Fixed rate uncollateralized term loans; interest rates 6.42% to 8.92%
  at June 30, 2004; principal and interest due through fiscal 2013...................         265,500         273,778
Capitalized lease obligations; interest rates 8.00%
  at June 30, 2004; principal and interest due through fiscal 2011...................           1,800           9,632
                                                                                          -----------     ------------
                                                                                              382,199         407,726
Less, current portion................................................................         (18,910)         (9,837)
                                                                                          -----------     -----------
                                                                                          $   363,289     $   397,889
                                                                                          ===========     ===========
</TABLE>



                        The Robert Mondavi Corporation 30
<PAGE>

Aggregate annual maturities of long-term debt at June 30, 2004 are as follows:

YEAR ENDING JUNE 30,
2005..................................................  $    18,910
2006..................................................      116,335
2007..................................................       28,375
2008..................................................       13,670
2009..................................................       13,823
Thereafter............................................      191,086
                                                        -----------
                                                        $   382,199
                                                        ===========

The Company  maintains master lease facilities that provide the capacity to fund
up to $129,400,  of which  $111,800 had been  utilized as of June 30, 2004.  The
facilities  have an  expiration  date of October 29,  2005,  with two,  one year
options to extend.  The  facilities  enable the  Company to lease  certain  real
property to be constructed  or acquired.  The leases have initial terms of three
to seven years, after a construction  period, with options to renew. The Company
may, at its option,  purchase the  property  under lease during or at the end of
the lease term.  If the Company  does not  exercise  the  purchase  option,  the
Company will guarantee a residual  value of the property under lease,  which was
approximately  $92,800 as of June 30, 2004.  Effective July 1, 2003, the Company
adopted the  provisions  of FIN 46, and included in its  consolidated  financial
statements the assets,  and related  liabilities,  leased under the master lease
facilities. Also, as encouraged by FIN 46, the Company has restated prior period
financial statements. The assets leased under these facilities have historically
been included in the financial covenants of the Company's debt agreements and in
the evaluation of the Company's creditworthiness by its banks.

Property,  plant and equipment with a net book value of approximately  $1,484 at
June 30, 2004, are pledged as collateral for fixed rate term loans. The terms of
the uncollateralized  credit lines and certain long-term debt agreements include
covenants that require the maintenance of various minimum  financial  ratios and
other covenants. At June 30, 2004, the Company was in compliance with all of its
covenants,  as amended  during the course of the year.  The most  restrictive of
these  covenants  requires  the Company to maintain a  consolidated  funded debt
maintenance ratio of 0.65 to 1 or less and a fixed charges coverage ratio of 1.5
or higher. At June 30, 2004, the Company's  consolidated funded debt maintenance
ratio was 0.39 to 1 and its fixed charges coverage ratio was 1.97.

As   discussed   in  note  14,   "Subsequent   Events"   below,   the   proposed
recapitalization  of the Company to eliminate  Class B shares will  constitute a
prohibited  "change of control" under certain  Company debt  agreements.  Due to
"cross-default" provisions contained in these and other debt agreements, several
of the Company's  lenders could  accelerate  the total  outstanding  balances of
their loans in the aggregate amount of approximately $382.2 million. The Company
has  consulted  with its  lenders  and  believes  a waiver or  amendment  can be
obtained,  or, that alternate financing  arrangements  acceptable to the Company
can be obtained.

NOTE 8  INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED JUNE 30,
                                                                          -------------------------------------------
                                                                               2004           2003            2002
                                                                          -------------------------------------------
Current:
<S>                                                                       <C>             <C>             <C>
  Federal.............................................................    $     5,739     $      (584)    $    18,150
  State...............................................................           (253)           (414)          2,748
                                                                          -----------     -----------     -----------
                                                                                5,486            (998)         20,898
                                                                          -----------     -----------     -----------
Deferred:
  Federal.............................................................          8,330           9,748          (4,838)
  State...............................................................            953           1,067          (1,216)
                                                                          -----------     -----------     -----------
                                                                                9,283          10,815          (6,054)
                                                                          -----------     -----------     -----------
                                                                          $    14,769     $     9,817     $    14,844
                                                                          ===========     ===========     ===========
</TABLE>

Income tax expense differs from the amount computed by multiplying the statutory
federal income tax rate times income before taxes, due to the following:


                        The Robert Mondavi Corporation 31
<PAGE>


<TABLE>
<CAPTION>
                                                                                      YEAR ENDED JUNE 30,
                                                                           -----------------------------------------
                                                                            2004            2003            2002
                                                                           -----------------------------------------
<S>                                                                           <C>             <C>             <C>
Federal statutory rate.....................................................   35.0%           35.0%           35.0%
State income taxes, net of federal benefit.................................    0.9             1.5             2.1
Permanent differences......................................................    0.3             1.7             0.6
Other......................................................................    0.4            (1.2)           (0.2)
                                                                           -------            -----           -----
                                                                              36.6%           37.0%           37.5%
                                                                           =======            =====           =====
</TABLE>


The approximate effect of temporary differences and carryforwards that give rise
to deferred tax balances at June 30, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                                                                                     JUNE 30,
                                                                                          ----------------------------
                                                                                              2004            2003
                                                                                           ---------------------------
GROSS DEFERRED TAX ASSETS
<S>                                                                                       <C>             <C>
  Liabilities and accruals.............................................................   $    (4,216)    $    (3,126)
  Investment in foreign subsidiaries...................................................        (4,437)         (1,921)
  Deferred compensation................................................................        (3,131)         (2,608)
  Foreign tax credits..................................................................          (692)           (692)
  Inventories..........................................................................        (1,395)         (1,748)
  Investments in joint ventures........................................................        (1,891)         (2,820)
                                                                                          -----------     ------------
    Gross deferred tax assets..........................................................       (15,762)        (12,915)
                                                                                          ------------    ------------
GROSS DEFERRED TAX LIABILITIES
  Property, plant and equipment........................................................        52,902          38,630
  Retirement plans.....................................................................           949           1,053
  State and other taxes................................................................           957           1,456
                                                                                          -----------     -----------
    Gross deferred tax liabilities.....................................................        54,808          41,139
                                                                                          -----------     -----------
      Net deferred tax liability.......................................................   $    39,046     $    28,224
                                                                                          ===========     ===========
</TABLE>


The Company  has foreign tax credits at June 30, 2004 that can be utilized  upon
repatriation  of foreign source  earnings and can be carried  forward five years
thereafter.

During the year ended  June 30,  2004,  2003 and 2002,  the  Company  recognized
certain tax benefits  related to stock option plans in the amount of $407,  $554
and $478,  respectively.  These  benefits  were recorded as a decrease in income
taxes payable and an increase in paid-in capital.

NOTE 9  SHAREHOLDERS' EQUITY

As of June 30, 2004,  the  authorized  capital stock of the Company  consists of
Preferred  Stock,  Class A Common Stock and Class B Common Stock.  On August 20,
2004,  the Company  announced  that its Board of Directors  has adopted and will
recommend to shareholders a plan to  recapitalize  the Company that would result
in a  single  class  of  shares  and the  elimination  of  Class B  shares  with
super-voting rights.  Subject to approval of a majority of the outstanding Class
A  shares  at  the  October  29,  2004  Annual  Meeting  of  Shareholders,   the
recapitalization  will be effected  and the company  will be  reincorporated  in
Delaware.  Each  Class A share of the  current  California  corporation  will be
exchanged for one common share of the new Delaware corporation, and each Class B
share of the current  California  corporation will be exchanged for 1.165 common
shares of the new  Delaware  corporation.  A Special  Committee  of  independent
directors recommended approval of the exchange ratios to the Board of Directors.
The  requisite  vote of the Class B  shareholders  to approve  the plan has been
secured by a voting agreement.  Refer to note 14, "Subsequent  Events" below for
further information.

During fiscal 2004,  851,016  shares of Class B Common Stock were converted into
851,016 shares of Class A Common Stock. The conversion of the shares  represents
a non-cash financing activity for purposes of the Consolidated Statement of Cash
Flows.

Each  share of Class A Common  Stock is  entitled  to one vote and each share of
Class B Common Stock is entitled to ten votes on all matters submitted to a vote
of the  shareholders.  The  holders  of the  Class A Common  Stock,  voting as a
separate class, elect 25% of the total Board of Directors of the Company and the
holders  of the Class B Common  Stock,  voting as a  separate  class,  elect the
remaining directors.


                        The Robert Mondavi Corporation 32
<PAGE>



All shares of common  stock share  equally in  dividends,  except that any stock
dividends are payable only to holders of the respective  class.  If dividends or
distributions  payable  in shares  of stock  are made to either  class of common
stock, a pro rata and simultaneous dividend or distribution payable in shares of
stock  must be made to the  other  class  of  common  stock.  Upon  liquidation,
dissolution or winding up of the Company, after distributions as required to the
holders of outstanding  Preferred Stock, if any, all shares of Class A and Class
B Common Stock share  equally in the remaining  assets of the Company  available
for distribution.

The holders of the  outstanding  shares of Class B Common  Stock and the Company
are parties to a Stock  Buy-Sell  Agreement.  The  Buy-Sell  Agreement  provides
certain  rights of first  refusal  with  respect to shares of the Class B Common
Stock and the right to convert  each share of Class B Common  Stock into Class A
Common  Stock  on a  share-for-share  basis.  The  Class A  Common  Stock is not
convertible.

Included  in  retained  earnings at June 30,  2004,  is $3,376 of  undistributed
income from joint ventures that has been accounted for using the equity method.

NOTE 10  STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

The Company  stock option plans and employee  stock  purchase plan are described
below.

STOCK OPTION PLANS
The Company has two stock option plans:  the 1993 Equity  Incentive Plan for key
employees  and  the  1993   Non-Employee   Directors'   Stock  Option  Plan  for
non-employee members of the Company's Board of Directors (the Board).

Under the Equity  Incentive  Plan, the Company is authorized to grant  incentive
stock options and non-qualified and restricted shares for up to 4,085,294 shares
of Class A Common Stock. Stock options may not be granted for less than the fair
market  value of the  Class A Common  Stock at the date of grant.  Beginning  in
fiscal 2004,  the stock  options  generally  vest over a 48 month period and are
exercisable  over a period  determined by the Board at the time of grant, but no
longer than ten years  after the date they are  granted.  Restricted  shares are
granted that do not require  separate  consideration  payable by employees,  and
typically contain a predefined  vesting date, along with an alternative  vesting
schedule,  both determined by the board at the time of grant,  that provides for
accelerated vesting if certain financial performance measures are met.

Under the  Non-Employee  Directors' Stock Option Plan, the Company is authorized
to grant options for up to 150,000 shares of Class A Common Stock. These options
may not be  granted  for less than the fair  market  value of the Class A Common
Stock at the date of grant. Non-employee directors are granted options when they
are elected for the first time to the Board.  These options  become  exercisable
over five years  from the date of grant and  expire ten years  after the date of
grant. Incumbent non-employee directors are granted options annually on the date
of the Annual  Meeting  of  Shareholders.  These  options  vest in twelve  equal
monthly  installments and expire ten years after the date of grant. In addition,
the  Non-Employee  Directors'  Stock  Option Plan  authorizes  the Board to make
additional stock option grants to directors at their discretion.

A summary of the Company's stock option plans is presented below:


<TABLE>
<CAPTION>
                                   JUNE 30, 2004                JUNE 30, 2003                  JUNE 30, 2002
                           --------------------------------------------------------------------------------------------
                                            WEIGHTED                       WEIGHTED                      WEIGHTED
                                             AVERAGE                       AVERAGE                        AVERAGE
                              OPTIONS    EXERCISE PRICE     OPTIONS     EXERCISE PRICE    OPTIONS     EXERCISE PRICE
                           --------------------------------------------------------------------------------------------
<S>                        <C>             <C>            <C>              <C>          <C>             <C>
Outstanding at
beginning of year..........  1,655,061       $   33.32      1,564,663        $   32.04    1,558,940       $   30.02
Granted....................    219,195           29.40        277,430            31.99      247,150           33.10
Exercised..................    (74,506)          20.19       (120,855)           12.64     (188,129)          14.76
Forfeited..................    (80,255)          34.71        (66,177)           35.29      (53,298)          38.80
                            ----------                      ---------                     ---------
Outstanding at
end of year................  1,719,495           33.32      1,655,061            33.32    1,564,663           32.80
                            ==========                      =========                     =========
Options exercisable
at year end................  1,267,225       $   33.54      1,140,943        $   32.90    1,010,506       $   32.04
                            ==========                      =========                     =========
</TABLE>


The following table summarizes  information  about stock options  outstanding at
June 30, 2004:


                        The Robert Mondavi Corporation 33
<PAGE>


<TABLE>
<CAPTION>
                                                  OPTIONS OUTSTANDING                         OPTIONS EXERCISABLE
                                    ------------------------------------------------      ----------------------------
                                                       WEIGHTED
                                                        AVERAGE           WEIGHTED                      WEIGHTED
            RANGE OF                                    REMAINING         AVERAGE                        AVERAGE
         EXERCISE PRICE                 OPTIONS      CONTRACTUAL LIFE   EXERCISE PRICE     OPTIONS     EXERCISE PRICE
---------------------------------   ------------------------------------------------      ----------------------------
<S>                                  <C>                <C>            <C>                <C>             <C>
      $38.01 to $52.00..........            391,962           5.30     $    45.51              313,697     $    46.52
      $15.01 to $38.00..........          1,320,032           5.76          29.84              946,027          29.43
       $7.00 to $15.00..........              7,501           0.29           8.92                7,501           8.92
                                          ---------                                          ---------
       $7.00 to $52.00..........          1,719,495           5.63     $    33.32            1,267,225     $    33.54
                                          =========                                          =========
</TABLE>

EMPLOYEE STOCK PURCHASE PLAN
Under the Employee  Stock  Purchase Plan, the Board will from time to time grant
rights to eligible  employees to purchase Class A Common Stock. Under this plan,
the Company is  authorized  to grant rights to purchase up to 300,000  shares of
Class A Common Stock.  The purchase price is the lower of 85% of the fair market
value on the date the  Company  grants the right to  purchase or 85% of the fair
market value on the date of purchase.  Employees,  through payroll deductions of
no more  than 15% of their  base  compensation,  may  exercise  their  rights to
purchase for the period specified in the related offering. During the year ended
June 30,  2004,  2003 and 2002,  shares  totaling  16,445,  21,775  and  18,662,
respectively,  were issued under the  Employee  Stock  Purchase  Plan at average
prices of $29.27, $23.57 and $30.55, respectively.

NOTE 11  SPECIAL CHARGES, NET

Effective  January 1, 2003, the Company adopted the provisions of Statement
of Financial  Accounting  Standards  No. 146 (SFAS 146),  "Accounting  for Costs
Associated with Exit or Disposal Activities". This statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and it requires  that a  liability  for costs  associated  with exit or disposal
activities  be  recognized  and  measured  initially at fair value only when the
liability is incurred.

During  fiscal 2003,  the Company  began  implementing  a number of  significant
changes to its business to address the  continuing  intense  competition  in the
premium wine industry  resulting  from a weak U.S.  economy and an oversupply of
grapes.  The changes  included the  centralization  of all  marketing  and sales
responsibilities and all California  production and vineyard  operations,  and a
workforce reduction. As a result of these changes, June 30, 2003 results include
$4,076 in employee  separation  expenses.  The employee separation expenses were
the  result  of the  elimination  of 103  jobs,  primarily  sales,  general  and
administrative support staff, during fiscal 2003.

During  fiscal 2002,  the Company  changed from an operator to a sponsor role at
Disney's  California  Adventure.  With this change,  the Company  eliminated any
further  operational  risk  associated  with the  project  while it  continues a
business  relationship  with Disney and  maintains a presence at the theme park.
The Company  eliminated  134  positions,  reflecting all full-time and part-time
positions  that  directly  supported  the  project's  operations.  All of  these
positions were eliminated by December 31, 2001. As a result of this  operational
change,  the Company  recorded special charges  totaling  $12,240,  or $0.47 per
diluted share,  during the first six months of fiscal 2002. The special  charges
included $10,439 in fixed asset write-offs, $842 in employee separation expenses
and $959 in lease  cancellation and contract  termination  fees. The fixed asset
write-downs  related  primarily to leasehold  improvements that were surrendered
and therefore had no remaining value to the Company  subsequent to the change in
operations. All employee separation, lease cancellation and contract termination
payments were made prior to June 30, 2002.

NOTE 12  COMMITMENTS AND CONTINGENCIES

The Company leases some of its office space,  warehousing facilities,  vineyards
and equipment under  non-cancelable  leases  accounted for as operating  leases.
Certain of these  leases  have  options to renew.  Rental  expense  amounted  to
$19,429,  $16,872 and $15,638,  respectively,  for the year ended June 30, 2004,
2003 and 2002.  The Company  also leases land,  machinery  and  equipment  under
capital leases. The minimum rental payments under  non-cancelable  operating and
capital leases at June 30, 2004 are as follows:



                        The Robert Mondavi Corporation 34
<PAGE>


<TABLE>
<CAPTION>

                                                                                            CAPITAL         OPERATING
YEAR ENDING JUNE 30,                                                                         LEASES           LEASES
                                                                                          ---------------------------
<C>                                                                                       <C>             <C>
2005.................................................................................     $       144     $    21,797
2006.................................................................................             144          14,759
2007.................................................................................             144          14,923
2008.................................................................................             144          16,487
2009.................................................................................             144          15,822
Thereafter...........................................................................           2,016          69,723
                                                                                          -----------     -----------
                                                                                                2,736     $   153,511
Less amount representing interest....................................................            (936)    ===========
                                                                                          -----------
Present value of minimum lease payments..............................................     $     1,800
                                                                                          ===========

</TABLE>


Interest  expense on capital lease  obligations  was $189, $435 and $837 for the
year ended June 30, 2004, 2003 and 2002, respectively.

During fiscal 2002, the Company  completed the sale and subsequent  leaseback of
certain  vineyard  land.  Proceeds  from the sale  totaled  $12,327,  which  was
approximately  equal to the land's net book value at the time of sale. The lease
has been accounted for as an operating  lease.  The lease has an initial term of
less than  nineteen  years  with  options to renew and lease  payments  totaling
$1,172 per year.

The Company has contracted with various growers and certain wineries to supply a
large  portion of its future  grape  requirements  and a smaller  portion of its
future bulk wine  requirements.  These contracts range from one-year spot market
purchases to  longer-term  agreements.  While most of these  contracts  call for
prices to be determined by market conditions,  many long-term  contracts provide
for minimum grape or bulk wine purchase  prices.  The ultimate  amount due under
any of these contracts cannot be determined until the end of each year's harvest
because the  contracted  amount  varies based on vineyard  grape  yields,  grape
quality and grape market conditions.

The Company is subject to litigation in the ordinary course of business.  In the
opinion of management, the ultimate outcome of existing litigation will not have
a material  adverse effect on the Company's  consolidated  financial  condition,
results of its operations, or cash flows.

NOTE 13  SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest,  net of amounts  capitalized,  was $22,251,  $23,409 and
$25,538 for the year ended June 30, 2004, 2003 and 2002, respectively. Cash paid
for income taxes was $895, $11,098 and $14,223 for the year ended June 30, 2004,
2003 and 2002, respectively.

The  conversions  of stock in fiscal 2004 and 2003 (Note 9)  represent  non-cash
financing activities,  which are not included in the Consolidated  Statements of
Cash Flows.

The tax benefits  related to stock  option  plans in fiscal 2004,  2003 and 2002
(Note 8) represent non-cash financing activities,  which are not included in the
Consolidated Statements of Cash Flows.

Recognition  of forward  exchange  contracts  in fiscal 2004 (Note 1)  represent
non-cash  financing  activities,  which  are not  included  in the  Consolidated
Statements of Cash Flows.

NOTE 14  SUBSEQUENT EVENTS

The Company has  historically  operated in one business  segment.  On August 20,
2004, the Company  announced that it would create two separate  operating  units
within the Company,  one focused on the company's  "lifestyle"  brands,  and the
other on its "luxury" brands. The Company's  "lifestyle" brands are brands which
generally  sell for up to $15 per  bottle at retail  (including  Woodbridge  and
Robert Mondavi Private Selection), while the Company's "luxury" brands generally
sell for over $15 per bottle at retail  (including  Robert  Mondavi Napa Valley,
Arrowood,  Byron and the many of Company's joint venture brands).  The board and
management are also considering  various strategic  alternatives,  some of which
would involve  layoffs and  significant  restructuring  charges  including asset
write-downs which could materially impair future earnings.


                        The Robert Mondavi Corporation 35
<PAGE>




Also on August 20, 2004,  the Company  announced that its Board of Directors has
adopted and will recommend to  shareholders a plan to  recapitalize  the Company
that would  result in a single  class of shares and the  elimination  of Class B
shares  with  super-voting  rights.  Subject to  approval  of a majority  of the
outstanding   Class  A  shares  at  the  October  29,  2004  Annual  Meeting  of
Shareholders,  the  recapitalization  will be effected  and the company  will be
reincorporated  in  Delaware.  Each  Class A  share  of the  current  California
corporation  will  be  exchanged  for  one  common  share  of the  new  Delaware
corporation,  and each Class B share of the current California  corporation will
be exchanged for 1.165 common shares of the new Delaware corporation.  A Special
Committee of independent  directors  recommended approval of the exchange ratios
to the Board of Directors.  The requisite  vote of the Class B  shareholders  to
approve the plan has been secured by a voting agreement.

The Board of Directors has also  authorized  the repurchase of up to $30 million
in common stock of the new Delaware  corporation.  The share repurchase  program
will  become  effective  following  the  elimination  of the Class B shares  and
permits  the  Company  to make  open  market  purchases  over  time  based  upon
prevailing business and market conditions, subject to compliance with applicable
loan covenants and legal restrictions.

NOTE 15  QUARTERLY HIGHLIGHTS (UNAUDITED)

Selected  highlights for each of the fiscal  quarters during the year ended June
30, 2004 and 2003 are as follows:


<TABLE>
<CAPTION>
                                                             1ST             2ND             3RD             4TH
                                                           QUARTER         QUARTER         QUARTER         QUARTER
                                                       -----------------------------------------------------------------
YEAR ENDED JUNE 30, 2004:
<S>                                                        <C>             <C>             <C>             <C>
Net revenues...........................................    $   103,937     $   147,341     $    98,149     $   118,620
Gross profit...........................................         42,013          59,539          36,640          46,006
Net income.............................................          9,848           9,432           2,019           4,285
Earnings per share - basic.............................           0.60            0.58            0.12            0.26
Earnings per share - diluted...........................           0.60            0.57            0.12            0.26

YEAR ENDED JUNE 30, 2003:
Net revenues...........................................    $    98,606     $   141,094     $    92,164     $   120,809
Gross profit...........................................         40,649          59,335          29,485          42,247
Net income (loss)......................................          8,056           9,739          (1,848)            768
Earnings (loss) per share - basic......................           0.50            0.60           (0.11)           0.05
Earnings (loss) per share - diluted....................           0.49            0.59           (0.11)           0.05
</TABLE>



                        The Robert Mondavi Corporation 36
<PAGE>



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

ITEM  9A.         CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have reviewed,
as of the end of the period  covered by this report,  the Company's  "disclosure
controls and procedures"  (defined in the Securities Exchange Act of 1934, Rules
13a-15 (e) and 15d- 15 (e)). Based upon this review, the Chief Executive Officer
and Chief Financial Officer believe that the disclosure  controls and procedures
in place are  effective  to ensure  that  information  relating  to the  Company
required to be disclosed  in its  Exchange  Act reports is recorded,  processed,
summarized  and  reported  in a timely  and  proper  manner.  There have been no
changes  in the  Company's  internal  controls  over  financial  reporting  that
occurred during the most recent fiscal quarter which would materially affect, or
is reasonably  likely to affect the Company's  internal  controls over financial
reporting.

                                    PART III

ITEM     10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required  by this item is  incorporated  by  reference  to the
section entitled  "Election of Directors" in the  registrant's  definitive proxy
statement for its annual meeting of shareholders to be held on October 29, 2004,
as filed with the Securities and Exchange Commission.

ITEM  11.         EXECUTIVE COMPENSATION

The  information  required  by this item is  incorporated  by  reference  to the
section entitled "Executive  Compensation" in the registrant's  definitive proxy
statement for its annual meeting of shareholders to be held on October 29, 2004,
as filed with the Securities and Exchange Commission.

ITEM  12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The  information  required by this item is incorporated by reference to the
section  entitled   "Security   Ownership  of  Certain   Beneficial  Owners  and
Management"  in the  registrant's  definitive  proxy  statement  for its  annual
meeting  of  shareholders  to be held on  October  29,  2004,  as filed with the
Securities and Exchange Commission.

ITEM  13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required  by this item is  incorporated  by  reference  to the
section entitled  "Certain  Transactions"  in the registrant's  definitive proxy
statement for its annual meeting of shareholders to be held on October 29, 2004,
as filed with the Securities and Exchange Commission.

ITEM  14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  information  required  by this item is  incorporated  by  reference  to the
section  entitled  "Appointment  of  Independent  Auditors" in the  registrant's
definitive  proxy statement for its annual meeting of shareholders to be held on
October 29, 2004, as filed with the Securities and Exchange Commission.


                        The Robert Mondavi Corporation 37
<PAGE>



<TABLE>
<CAPTION>


                                     PART IV

ITEM  15.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON                                  FORM 8-K
<S>        <C>                                                                                            <C>
           (a) The following documents are filed as part of this report:


                   1)    FINANCIAL STATEMENTS:                                                            PAGE

                         Report of Independent Registered Public Accounting Firm                            18

                         Consolidated Balance Sheets as of June 30, 2004 and 2003                           19

                         Consolidated Statements of Operations for the years ended
                           June 30, 2004, 2003 and 2002                                                     20

                         Consolidated Statements of Changes in Shareholders' Equity
                           for the years ended June 30, 2004, 2003 and 2002                                 21

                         Consolidated Statements of Cash Flows for the years
                           ended June 30, 2004, 2003 and 2002                                               22

                         Notes to Consolidated Financial Statements                                      23-36

                   2)    FINANCIAL STATEMENT SCHEDULE:

                         Schedule II    Valuation and Qualifying Accounts                                   41

                   3)    EXHIBITS:

                   (1)   Exhibit 3.1    Restated Articles of Incorporation
                   (2)   Exhibit 3.2    Certificate of Amendment of Articles of  Incorporation
                                        filed on June 4, 1993.
                   (2)   Exhibit 3.3    Restated Bylaws.
                   (1)   Exhibit  10.1  Form of Registrant's Indemnification
                                        Agreement for Directors and Officers
                   (1)   Exhibit 10.2   Stock Buy-Sell Agreement between Registrant and the
                                        holders of Class B Common Stock, dated as of March 1, 1982
                   (1)   Exhibit 10.3   First Amendment to Stock Buy-Sell Agreement
                                        between Registrant and the holders of Class B
                                        Common Stock, dated as of March 8, 1993
                   (1)   Exhibit 10.4   Registration Rights Agreement between Registrant
                                        and the holders of Class B Common Stock, dated
                                        as of February 26, 1993
                   (1)   Exhibit 10.7   1993 Employee Stock Purchase Plan, and form of
                                        plan offering document thereunder
                   (1)   Exhibit 10.8   Second Amended and Restated Executive
                                        Incentive Compensation Plan, dated July 1, 1988,
                                        as amended effective June 30, 1992 and April 20, 1993
                   (1)   Exhibit 10.9   Retirement Restoration Plan, effective as of April 1, 1992
                   (1)   Exhibit 10.11  Form of Supplemental Long Term Disability
                                        Income Plan for certain Executive Officers of Registrant
                   (1)   Exhibit 10.12  Personal Services Agreement, dated as of
                                        February 26, 1993, between Registrant and
                                        Robert Mondavi
                   (1)   Exhibit 10.14  Grape Purchase Agreement, dated
                                        August 7, 1992, between Registrant and
                                        Frank E. Farella
                   (1)   Exhibit 10.20  $9,400,000 Promissory Note, Deed of Trust, Security
                                        Agreement and Fixture Filing, with Assignment of Rents
                                        as amended and Agreement Concerning Special
                                        Requirements, dated December 15, 1989, between
                                        Registrant and John Hancock Mutual Life Insurance
                                        Company
                   (1)   Exhibit 10.21  $4,900,000 Promissory Note, Deed of Trust, Security
                                        Agreement and Fixture Filing, with Assignment of Rents
                                        as amended and Agreement Concerning Special
                                        Requirements between Registrant and John Hancock
                                        Mutual Life Insurance Company
                   (1)   Exhibit 10.24  $5,600,000 Promissory Note, Deed of Trust, Security
                                        Agreement and Fixture Filing, with Assignment of Rents
                                        as amended and Agreement Concerning Special
                                        Requirements, dated December 29, 1989, between
                                        Registrant and John Hancock Mutual Life Insurance
                                        Company

</TABLE>

                        The Robert Mondavi Corporation 38
<PAGE>
<TABLE>
<CAPTION>
<S>                <C>                                                                                  <C>

                   (1)   Exhibit  10.28 Third   Restatement   of  Joint  Venture
                                        Agreement of Opus One dated January 1, 1991,  between  Robert
                                        Mondavi Investments and B.Ph.R. (California), Inc.
                   (3)   Exhibit  10.34 Note Agreement  dated December 1, 1994. (4)
                         Exhibit  10.36 Amended  and  Restated   1993   Non-Employee
                                        Directors' Stock
                                        Option Plan.
                   (4)   Exhibit 10.37  Note Agreement dated July 8, 1996.
                   (5)   Exhibit 10.38  Amended and Restated 1993 Equity Incentive Plan.
                   (6)   Exhibit 10.39  The Robert Mondavi Corporation Deferred Compensation Plan
                                        dated effective October 1, 1996.
                   (6)   Exhibit  10.40 The Robert  Mondavi  Corporation  Deferred
                                        Compensation  Plan for Directors dated  effective
                                        January 1,  1997.
                   (6)   Exhibit 10.41  $95,000,000 Note Agreement dated as of January 29, 1998.
                   (6)   Exhibit 10.42  $50,000,000 Note Purchase Agreement dated as of March 28, 2000.
                   (6)   Exhibit 10.43  First Supplement to Note Purchase Agreement dated as of
                                        January  30,  2001  and   consisting  of
                                        $45,000,000 Senior Notes and $10,000,000
                                        Senior Notes.
                   (6)   Exhibit 10.44  Second Supplement to Note Purchase
                                        Agreement dated as of April 5, 2001  and  consisting  of
                                        $30,000,000 Senior Notes.
                   (6)   Exhibit 10.45  Robert  Mondavi  Properties,  Inc.  Lease
                                        Financing  of  Vineyard  Facilities  dated as of October  29,
                                        1999.
                   (6)   Exhibit  10.46 First  Omnibus  Amendment  dated  as  of
                                        February 17, 2000 to Robert  Mondavi  Properties,  Inc. Lease
                                        Financing of Vineyard Facilities.
                   (6)   Exhibit 10.47  R.M.E., Inc. Lease Financing of Lodi Distribution Facilities dated as
                                        of July 14, 2000.
                   (6)   Exhibit 10.48  First Omnibus Amendment dated as of May 11, 2001 to R.M.E., Inc.
                                        Lease Financing of Lodi Distribution Facilities.
                   (6)   Exhibit 10.49  Second Omnibus  Amendment dated as of March
                                        31, 2000 to Robert Mondavi  Properties,  Inc. Lease Financing
                                        of Vineyard Facilities.
                   (6)   Exhibit  10.50 Third Omnibus  Amendment  dated as of June
                                        23, 2000 to Robert Mondavi  Properties,  Inc. Lease Financing
                                        of Vineyard Facilities.
                   (6)   Exhibit 10.51  Fourth Omnibus  Amendment  dated as of July
                                        12, 2001 to Robert Mondavi  Properties,  Inc. Lease Financing
                                        of Vineyard Facilities.
                   (6)   Exhibit 10.52  $150,000,000 Syndicated Senior Credit Facility dated as of
                                        December 14, 2001.
                   (7)   Exhibit 10.53  Employment Agreement dated as of May 1, 2001 between
                                        Registrant and Gregory M. Evans.
                   (7)   Exhibit 10.54  Employment Agreement dated as of July 1, 2001 between
                                        Registrant and Henry J. Salvo.
                   (8)   Exhibit 10.55  Amended and Restated 1993 Equity Incentive Plan.
                   (9)   Exhibit 10.56  First Amendment, dated as of June 16, 2003,
                                        to   $150,000,000   Syndicated   (9)  Exhibit   10.57  Second
                                        Amendment, dated as of October 30, 2003, to $150,000,000
                                        Syndicated  Senior Credit Facility dated
                                        as of December 14, 2001.
                   (9)   Exhibit  10.58 Agreement,  dated January 8, 2004 between
                                        Registrant  and Ted  Hall.
                   (9)   Exhibit  10.59 ISDA  Master Agreement and Schedule to the Master Agreement, dated
                                        December 15, 2003 between Registrant and BNP Paribas.
                   (9)   Exhibit 10.60  ISDA Master Agreement and Schedule to the
                                        Master  Agreement,  dated  December  23,  2003  between
                                        Registrant and Harris Trust and Savings Bank.
                   (1)   Exhibit 21     Subsidiaries  of the Registrant  Exhibit 23

</TABLE>

                        The Robert Mondavi Corporation 39
<PAGE>

<TABLE>
<CAPTION>
<S>                <C>                                                                                      <C>
                                        Consent of PricewaterhouseCoopers LLP
                         Exhibit 31.1   Certification  by Gregory M. Evans
                                        pursuant  to  Rule   13a-14(a)   of  the
                                        Securities Exchange Act of 1934
                         Exhibit 31.2   Certification by Henry J. Salvo, Jr. pursuant to Rule 13a-14(a) of the
                                        Securities Exchange Act of 1934
                         Exhibit 32.1   Certification by Gregory M. Evans pursuant to 18 U.S.C. Section 1350, as
                                        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                         Exhibit 32.2   Certification by Henry J. Salvo, Jr. pursuant to 18 U.S.C. Section 1350, as
                                        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

(1)  Incorporated  by reference to  Registration  Statement on Form S-1 filed on
     April 23, 1993.

(2)  Incorporated by reference to Amendment No. 3 to  Registration  Statement on
     Form S-1 filed on June 7, 1993.

(3)  Incorporated  by  reference  to  Quarterly  Report  on  Form  10-Q  for the
     quarterly period ended December 31, 1994.

(4)  Incorporated  by  reference  to Annual  Report on Form 10-K for the  annual
     period ended June 30, 1996.

(5)  Incorporated  by  reference  to Annual  Report on Form 10-K for the  annual
     period ended June 30, 1998.

(6)  Incorporated  by  reference  to Annual  Report on Form 10-K for the  annual
     period ended June 30, 2002.

(7)  Incorporated  by  reference  to  Quarterly  Report  on  Form  10-Q  for the
     quarterly period ended September 30, 2002.

(8)  Incorporated  by  reference  to  Quarterly  Report  on  Form  10-Q  for the
     quarterly period ended December 31, 2002.

(9)  Incorporated  by  reference  to  Quarterly  Report  on  Form  10-Q  for the
     quarterly period ended December 31, 2003.


(b)  A Current  Report on Form 8-K was filed on October 23,  2003,  in which the
     Company announced results for its first quarter of fiscal 2004.

     A Current  Report on Form 8-K was filed on January 22,  2004,  in which the
     Company announced changes to its Chilean joint venture.

     A Current  Report on Form 8-K was filed on January 29,  2004,  in which the
     Company announced results for its second quarter of fiscal 2004.

     A Current  Report on Form 8-K was  filed on April  22,  2004,  in which the
     Company announced results for the third quarter of fiscal 2004.

     A  Current  Report  on Form 8-K was  filed on July 29,  2004,  in which the
     Company announced results for the fourth quarter of fiscal 2004.

     A Current  Report on Form 8-K was filed on August  23,  2004,  in which the
     Company  announced a plan to  eliminate  Class B shares;  reincorporate  in
     Delaware;  Board authorizes share repurchase program; and Company to create
     two distinct lines of business.


                        The Robert Mondavi Corporation 40
<PAGE>





                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                         THREE YEARS ENDED JUNE 30, 2004
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                    ADDITIONS
                                                          ------------------------------
                                            BALANCE AT     CHARGED TO       CHARGED                         BALANCE
                                            BEGINNING       COSTS AND       TO OTHER                         AT END
                                             OF YEAR        EXPENSES        ACCOUNTS       DEDUCTIONS       OF YEAR
                                          --------------- -------------- --------------- --------------- ---------------

YEAR ENDED JUNE 30, 2002:
<S>                                             <C>            <C>                          <C>    <C>         <C>
Allowance for uncollectible accounts........    $500           $  6             --          $    6 (1)         $500
Inventory reserves for write down
  to net realizable value...................   2,082          3,219             --           2,919            2,382

YEAR ENDED JUNE 30, 2003:
Allowance for uncollectible accounts........    $500          $ 136             --            $136 (1)         $500
Inventory reserves for write down
  to net realizable value...................   2,382         15,445             --          15,136            2,691

YEAR ENDED JUNE 30, 2004:
Allowance for uncollectible accounts........    $500          $  --             --           $ --              $500
Inventory reserves for write down
  to net realizable value...................   2,691          1,710             --           1,881            2,520
</TABLE>


Notes:

(1) Balances written off as uncollectible.



                        The Robert Mondavi Corporation 41
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       THE ROBERT MONDAVI CORPORATION

                                       By     /s/ HENRY J. SALVO, JR.
                                       -----------------------------------
                                              Henry J. Salvo, Jr.,
                                              Executive Vice President and
                                              Chief Financial Officer

Pursuant to the Requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

SIGNATURE                                   TITLE                                                DATE
--------------------------     ----------------------------------------------                -------------------
<S>                            <C>                                                            <C>
/s/ TED W. HALL
-------------------------
Ted W. Hall                    Chairman of the Board                                          September 10, 2004

/s/ R. MICHAEL MONDAVI
-------------------------
R. Michael Mondavi             Vice-Chairman of the Board                                     September 10, 2004

/s/ TIMOTHY J. MONDAVI
-------------------------
Timothy J. Mondavi             Vice Chairman, Winegrower and Director                         September 10, 2004

/s/ GREGORY M. EVANS
-------------------------
Gregory M. Evans               President, Chief Executive Officer and Director                September 10, 2004

/s/ HENRY J. SALVO, JR.
-------------------------
Henry J. Salvo, Jr.            Chief Financial Officer
                               (Executive Vice President and Chief Financial Officer)         September 10, 2004

/s/ MARCIA MONDAVI BORGER
-------------------------
Marcia Mondavi Borger          Director                                                       September 10, 2004

/s/ FRANK E. FARELLA
-------------------------
Frank E. Farella               Director                                                       September 10, 2004

/s/ PHILIP GREER
-------------------------
Philip Greer                   Director                                                       September 10, 2004

/s/ SIR ANTHONY GREENER
-------------------------
Sir Anthony Greener            Director                                                       September 10, 2004

/s/ JOHN M. THOMPSON
-------------------------
John M. Thompson               Director                                                       September 10, 2004

/s/ ADRIAN D.P. BELLAMY
-------------------------
Adrian D.P. Bellamy            Director                                                       September 10, 2004
</TABLE>



                        The Robert Mondavi Corporation 42