PLAN OF MERGER AND ARTICLES OF MERGER
                                  OF
                         TUALATIN VINEYARDS, INC.
                            WITH AND INTO
                     WILLAMETTE VALLEY VINEYARDS, INC.



Section 1.      Corporations Proposing To Merge and 
Surviving Corporation.

(a) The corporations to be merged are Tualatin Vineyards, 
Inc., an Oregon corporation (Tualatin), and Willamette Valley 
Vineyards, Inc., an Oregon corporation (Willamette).
(b) The surviving corporation after the merger shall be 
Willamette (the Surviving Corporation), the name of which shall 
continue to be Willamette Valley Vineyards, Inc.

Section 2.      The Merger.

At the Effective Time, in exchange for the consideration set 
forth in the Agreement of Merger and Plan of Reorganization dated 
as of April 1, 1997 (the Agreement), entered into by and among 
Willamette, Tualatin, and William Malkmus, William Fuller, 
Virginia Fuller, Loran Stewart, Jewel Hult, William Manning, Paul 
Ten Doesschate and Bruce Herzinger, who among them hold all of 
the issued and outstanding shares of the common stock of Tualatin 
(each a Shareholder and together, the Shareholders), Tualatin 
shall merge into Willamette.  No other property, shares, other 
securities or consideration of any type will be distributed or 
issued in connection with or as a result of the Merger, except as 
contemplated by the Agreement.  Upon consummation of the Merger, 
the separate corporate existence of Tualatin shall cease.  The 
separate corporate existence of Willamette, with all its 
purposes, objects, rights, privileges, powers and franchises, 
shall continue unaffected by the Merger.  Upon consummation, the 
Merger shall have the effects specified in the Oregon Business 
Corporation Act for mergers and all issued and outstanding shares 
of the capital stock of Tualatin shall be converted into the 
right to receive shares of the common stock of Willamette and/or 
cash payments in a transaction qualifying as a tax-free 
reorganization under Section 368(a) of the Code. 

Section 3.       Terms of Merger.

3.1 Effective Date and Time.  The Merger shall become 
effective when the Plan of Merger and Articles of Merger are duly 
filed with the Secretary of State of the State of Oregon (the 
Effective Time).



3.2 Articles of Incorporation.  At the Effective Time, the 
Articles of Incorporation of Willamette shall remain in effect as 
the Articles of Incorporation of the Surviving Corporation.

3.3 Bylaws.  At the Effective Time, the Bylaws of Willamette 
shall remain in effect as the Bylaws of the Surviving 
Corporation.

3.4 Directors and Officers.  The officers and directors of 
Willamette immediately prior to the Effective Time shall be the 
initial officers and directors of the Surviving Corporation, each 
to hold office in accordance with the Articles of Incorporation 
and Bylaws of the Surviving Corporation.

3.5 No Further Rights.  At and after the Effective Time, any 
holder of certificates theretofore representing shares of common 
stock of Tualatin shall cease to have any rights as a shareholder 
of Tualatin, but instead shall have only the right to receive the 
Merger Consideration (as defined below).

Section 4.     Manner and Basis of Conversion of Common 
Stock of Tualatin and Willamette.

(a) At the Effective Time, by reason of the Merger and 
without any action by Willamette, Tualatin or any Shareholder, 
each share of common stock of Tualatin (Tualatin Common Stock) 
issued and outstanding immediately before the Effective Time 
shall be canceled and extinguished and automatically converted 
into the right to receive shares of Willamette's common stock 
(the Willamette Common Stock) and/or the right to receive cash 
payments in accordance with Schedule 1.4(a) to the Agreement.  
The aggregate amount of cash and shares of Willamette Common 
Stock that the Shareholders shall have the right to receive 
pursuant to the Merger shall be referred to in this Plan of 
Merger as the Merger Consideration. 

(b) The value of the Merger Consideration received by the 
Shareholders in exchange for the Tualatin Common Stock shall 
equal $1,824,000 plus the current assets (with inventory valued 
at cost under generally accepted accounting principles) minus the 
current and long-term liabilities of Tualatin, including the fee 
described in Section 5 below payable to Acquisitions Northwest 
Inc. (ANI), Portland, Oregon, earned in connection with the 
transactions contemplated by the Agreement and in this Plan of 
Merger, as reflected on Tualatin's audited balance sheet dated as 
of November 30, 1996, and as adjusted pursuant to an updated, 
unaudited balance sheet delivered by Tualatin to Willamette prior 
to the Closing (the Closing Balance Sheet).  The Closing Balance 
Sheet shall be adjusted within 60 days after the Closing Date 
based on the Final Balance Sheet (as defined in Section 1.4(d) of 
the Agreement) pursuant to the procedures set forth in Section 
1.4(d) of the Agreement.  

(c) At the Closing, Willamette shall pay 35 percent of the 
Merger Consideration by separate cashier's checks to the 
Shareholders receiving cash as shown on Schedule 1.4(a) attached 
to the Agreement.  Additionally, in satisfaction of the remaining 
65 percent of the Merger Consideration, Willamette shall issue to 
the Shareholders receiving shares of Willamette Common Stock as 
shown on Schedule 1.4(a) to the Agreement the number of shares of 
Willamette Common Stock obtained by dividing the amount of such 
balance by a price per share of Willamette Common Stock equal to 
the average of the NASDAQ closing prices for the 60-day period 
ending February 21, 1997 (the Price Per Share).  In paying such 
consideration, Willamette shall deliver two cashiers checks to 
each Shareholder receiving cash and two certificates representing 
Willamette Common Stock to each Shareholder receiving Willamette 
Common Stock to facilitate the deposit into escrow of their 
respective pro rata shares of the total amount to be held in 
escrow as shown on Schedule 1.4(a) to the Agreement.

(d) At the Closing, the Shareholders shall deposit the 
number of shares of Willamette Common Stock equal to $65,000.00 
divided by the Price Per Share and $35,000.00 in cash 
(collectively, the Escrow Amount) in an escrow account with U.S. 
National Bank of Oregon as Escrow Agent pursuant to the terms of 
an Escrow Agreement substantially in the form attached to the 
Agreement as Schedule 1.4(d) (the Escrow Agreement), for 
settlement of any post-closing adjustments to the Closing Balance 
Sheet, pursuant to Section 1.4(d) of the Agreement (the Escrow). 
 This deposit shall be made in proportion to each Shareholders 
percentage interest in the Merger Consideration.   

Section 5.     Broker's Fee.

At Closing, a broker's fee is owed to ANI by Tualatin for 
services rendered.  This fee is a liability of Tualatin to be 
included in calculating the Merger Consideration.  It is to be 
assumed and paid to ANI at the Closing by Willamette with its 
unregistered common stock before the Merger Consideration amount 
is calculated and distributed to the Shareholders based on the 65 
percent stock and 35 percent cash ratio.  These shares are to 
carry the same rights and privileges as those shares of 
Willamette received by the Shareholders.

Section 6.     No Fractional Shares.

No fractional shares shall be issued pursuant to the 
Agreement.  Any fractional amount resulting from conversion as 
described above shall be rounded up, if one-half of a share or 
more, or down, if less than one-half of a share, to the nearest 
full share.

Section 7.     Adjustment to the Merger Consideration.

(a) Within 60 days after the Closing Date, William Malkmus, 
the Shareholder Representative, shall deliver to Willamette a 
final adjusted unaudited balance sheet of Tualatin, dated as of 
the Closing Date, to reflect any changes (e.g., expenses, refunds 
or vineyard cultivation costs) not known as of the Closing (the 
Final Balance Sheet).  Willamette shall have 10 business days 
following its receipt of the Final Balance Sheet to deliver a 
written notice to the Shareholder Representative of any objection 
or disagreement it may have with respect to the Final Balance 
Sheet.  If the Shareholders do not receive Willamette's written 
notice within 10 business days following Willamette's receipt of 
the Final Balance Sheet, then the Final Balance Sheet shall be 
final, conclusive and binding on the parties.  Otherwise, the 
parties shall in good faith attempt to resolve any disputes 
regarding the Final Balance Sheet within 30 days following 
Willamette's receipt of the Final Balance Sheet.  If the parties 
in good faith are unable to agree or resolve any dispute with 
respect to the Final Balance Sheet, then the matter shall be 
submitted to arbitration in accordance with the arbitration 
procedure set forth in Section 7.7 of the Agreement.  If 
Willamette makes a timely objection, any amount in Escrow which 
is not in dispute shall be immediately distributed to the 
Shareholders in the same proportions of shares of Willamette 
Common Stock (based on the Price Per Share) and cash, and by the 
same method, as the Shareholders received on the Closing Date in 
accordance with the procedure set forth in Section 5 of the 
Escrow Agreement.  

(b) If the amount of the Merger Consideration as calculated 
under the Final Balance Sheet, as agreed upon by the parties 
following the resolution of all disputed claims, if any, is less 
than the amount of the Merger Consideration as calculated under 
the Closing Balance Sheet, Willamette shall receive from Escrow 
the amount equal to the difference, in the same proportions of 
stock and cash as the Shareholders received at the Closing and 
the remainder, if any, shall be distributed to the Shareholders 
in the same proportions of stock and cash as the Shareholders 
received at the Closing.  If the amount of the Merger 
Consideration as calculated under the Final Balance Sheet is less 
than the amount of the Merger Consideration as calculated under 
the Closing Balance Sheet by an amount more than the amount in 
Escrow ($100,000), then the Tualatin Shareholders must make up 
the difference and the whole amount, the Escrow amount and the 
difference, shall be distributed to Willamette within ten 
business days of the parties' resolution of all disputed claims, 
if any, with respect to the Final Balance Sheet.  If the Final 
Balance Sheet is more than the amount of the Merger Consideration 
as calculated under the Closing Balance Sheet, then the 
Shareholders shall receive the amount in Escrow, plus any amount 
in excess of the Closing Balance Sheet within ten business days 
of the parties= resolution of all disputed claims, if any, with 
respect to the Final Balance Sheet.  If either Willamette or the 
Shareholders fail to make any payment required under this 
subsection, within the specified period, then the amount so owing 
shall be payable on demand and interest shall accrue on the 
unpaid amount from the date due until paid at the rate of 5 
percent, but not to exceed the maximum rate permitted by 
applicable law.  

Section 8.     Transferability of Willamette Common Stock.

Willamette and the Shareholders shall enter into a 
Registration Rights Agreement in substantially the form attached 
to the Agreement as Schedule 1.4(e) granting the Shareholders 
demand rights to cause Willamette to register such shares for 
public resale under the Federal securities laws at any time after 
the second anniversary of the Effective Time; provided, however, 
that the Registration Rights Agreement shall also provide that 
the Shareholders shall have piggyback rights which are effective 
immediately upon Closing.

Section 9.     Audit Reimbursement.

Willamette shall pay the amount of $12,000 to Tualatin, as 
reimbursement for the cost of having Coopers & Lybrand prepare an 
audited balance sheet as of November 30, 1996, if the Closing 
does not occur, unless the Closing fails to occur as a result of 
Tualatin terminating the Agreement prior to the Closing.

Section 10.    Surrender and Exchange of Certificates.

At the Closing, each Shareholder shall deliver and surrender 
for cancellation the certificate or certificates representing his 
or her shares of Tualatin Common Stock as shown on Schedule 1.5 
attached to the Agreement.  Immediately after the Effective Time, 
and on surrender of any such certificate or certificates, 
Willamette shall cause its transfer agent to deliver to each such 
Shareholder a certificate or certificates representing the number 
of shares of Willamette Common Stock, as shown on Schedule 
1.4(a), into which such shares of Tualatin Common Stock shall 
have been converted pursuant to Section 1.4(a).  If any 
certificate for shares of Willamette Common Stock is to be issued 
in a name other than that in which the certificate for Tualatin 
Capital Stock surrendered in exchange therefore is registered, 
the certificate so surrendered must be properly endorsed and 
otherwise in proper form for transfer.

Section 11.    Miscellaneous.

11.1.Further Assurances.  If at any time Willamette shall 
consider or be advised that any further assignments, conveyances 
or assurances in law or in equity are necessary or desirable to 
vest, perfect or confirm in Willamette the title to any property 
or rights of Tualatin, or otherwise carry out the provisions 
hereof, the proper officers and directors of Tualatin prior to 
the Effective Time, and thereafter the officers of Willamette on 
behalf of Tualatin, shall execute and deliver any and all proper 
assignments, conveyances and assurances in law or in equity, and 
do all things necessary or desirable to vest, perfect or confirm 
title to such property or rights in Willamette or otherwise carry 
out the provisions hereof.

11.2.Amendment  At any time prior to the Effective Time, 
Willamette and Tualatin retain the authority to, and may, but are 
not obligated to amend this Plan of Merger by mutual agreement 
authorized by their respective Board of Directors (and whether 
before or after the shareholders of Tualatin have approved this 
Plan of Merger) to facilitate the performance thereof, to augment 
the intention of the parties in carrying out the transactions 
provided for herein, or to comply with any applicable regulation, 
order or requirement of any governmental authority.

11.3 Assignment.  This Plan of Merger shall not be assigned 
by either of the parties of Tualatin or Willamette without the 
prior written consent of the other.

11.4 Counterparts.  This Plan of Merger may be executed in 
any number of counterparts, each such counterpart being deemed to 
constitute an original instrument, and all such counterparts 
shall together constitute the same agreement.

11.5 Governing Law.  This Plan of Merger shall be governed 
by and construed in accordance with the laws of the State of 
Oregon, exclusive of choice of law principles.

IN WITNESS WHEREOF, this Plan of Merger has been executed 
and delivered by Tualatin and Willamette as of the  15  day of 
April  15 , 1997.


WILLAMETTE VALLEY VINEYARDS, INC.,
  an Oregon corporation


By: /s/ J. W. Bernau          
     Name:  James Bernau
     Title:  President


TUALATIN VINEYARDS, INC.,
  an Oregon corporation


By: /s/ William H. Malkmus    
     Name:  William Malkmus
     Title:  President

 Status:  DOCUMENT CONVERTED TO FINAL ON April 14, 1997.  
DATES MAY BE DATE CODES AND NOT HARD DATES.
 Status: THIS DOCUMENT HAD A DRAFT STAMP CREATED ON 
February 21, 1997.  RUN THE CONVERT TO FINAL MACRO BEFORE PRINTING 
FINAL VERSION.
108800-86



PDX4-60054.1   75100-0005

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