As filed with the Securities and Exchange Commission on June 8, 1999
                                                    Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                          The Chalone Wine Group, Ltd.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                   California
         (State or other jurisdiction of incorporation or organization)


                                   94-1696731
                      (I.R.S. Employer Identification No.)


           621 Airpark Road
           Napa, California                                        94558
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)


                             1997 Stock Option Plan
                            ------------------------
                            (Full Title of the Plan)


                  Thomas B. Selfridge, Chief Executive Officer
                          The Chalone Wine Group, Ltd.
                                621 Airpark Road
                                 Napa, CA 94558
                                 (707) 254-4200
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:

                              Daniel E. Cohn, Esq.
                              James E. Grand, Esq.
                           Farella Braun & Martel LLP
                        235 Montgomery Street, 30th Floor
                          San Francisco, CA 94104-3159

                                      II-1

<PAGE>


<TABLE>
                                              CALCULATION OF REGISTRATION FEE

<CAPTION>
---------------------------- ---------------------- ----------------------- -------------------------- -------------------
                                                           Proposed                 Proposed
         Title of                                          maximum                   maximum
        securities                  Amount                 offering                 aggregate              Amount of
           to be                     to be                price per                 offering              registration
        registered                registered            share (1) (2)               price (2)                 fee
---------------------------- ---------------------- ----------------------- -------------------------- -------------------
<S>                                <C>                     <C>                     <C>                       <C>
       Common Stock,               1,000,000               $9.50                   $9,500,000                $2,641
       no par value
---------------------------- ---------------------- ----------------------- -------------------------- -------------------

<FN>
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
Registration Statement shall be deemed to cover such additional shares of common
stock as may become  issuable  pursuant to the  anti-dilution  provisions of the
1997 Stock Option Plan.

(2) Estimated  solely for the purpose of calculating the  registration  fee. The
common  stock being  registered  relates to options to be granted in the future,
with option prices to be determined at the time of grant. The aggregate offering
price has been computed pursuant to Rule 457(h) promulgated under the Securities
Act of 1933,  as  amended,  on the basis of the average of the high and low sale
prices of the common stock as reported on the Nasdaq  National Market on June 4,
1999,  a date  within  five  business  days  prior to the date of filing of this
Registration Statement.
</FN>
</TABLE>


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

This  Registration  Statement  shall become  effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933, as amended.

                                      II-2

<PAGE>


PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The  information  called for in Part I of Form S-8 is not being prepared with or
included  in this Form S-8 (by  incorporation  by  reference  or  otherwise)  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "Commission").

We will send or give the documents  containing the information  required by this
item to persons who are eligible to participate in the plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended.

Item 2. Registration Information and Employee Plan Annual Information

We will send or give the documents  containing the  information  incorporated by
reference  pursuant  to  Item 3 of Part II of  this  registration  statement  to
persons who are  eligible to  participate  in the plan  pursuant to Rule 428(b),
without charge,  upon written or oral request.  These documents are incorporated
by  reference  in the Section  10(a)  prospectus.  We also will send or give the
documents required by Rule 428(b), without charge, upon written or oral request,
to persons who are eligible to participate in the plan.  Requests for any of the
documents  referred  to in this item  should be mailed  to:  Investor  Relations
Department,  The Chalone Wine Group,  Ltd., 421 Airpark Road, Napa, CA 94558; or
you may call us at 707-254-4200.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The Commission  allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents.  The information  incorporated by reference
is considered to be part of this prospectus,  and later information that we file
with the Commission will automatically update and supersede this information. We
are incorporating by reference the documents listed below and any future filings
made  with the  Commission  under  Section  13(a),  13(c),  14,  or 15(d) of the
Exchange Act until a post-effective  amendment to this registration statement is
filed indicating that all of the securities registered by it have been issued or
which deregisters the securities which remain unissued:

         (a)      Our Annual Report on Form 10-K for the fiscal year ended March
                  31, 1998.

         (b)      Our Quarterly Reports on Form 10-Q for the quarters ended June
                  30, 1998, September 30, 1998 and December 31, 1998.

         (c)      Our Current Report on Form 8-K, dated May 8, 1998.

         (d)      The   description  of  our  common  stock   contained  in  our
                  Registration  Statement on Form 8-A, filed with the Commission
                  on April 18, 1995.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

                                      II-3

<PAGE>


Item 6. Indemnification of Directors and Officers

         Article FIFTH of our Articles of  Incorporation,  as amended,  provides
for the  indemnification  of our  officers and  directors to the fullest  extent
permissible  under  California  law.  Section  5.8 of our Bylaws  requires us to
indemnify,  and, in certain  instances,  advance  expenses to, our agents,  with
respect to certain costs,  expenses,  judgments,  fines,  settlements  and other
amounts  incurred in  connection  with any  proceeding,  to the  fullest  extent
permitted by applicable law. Persons covered by this  indemnification  provision
include our current and former directors,  officers, employees and other agents,
as well as persons who serve at our request as directors, officers, employees or
agents of another enterprise.

         Section  317(b)  of  the  General  Corporations  Law of  the  State  of
California  provides that a corporation may indemnify any person who was or is a
party or is  threatened  to be made a party  to any  proceeding,  other  than an
action by or in the right of the corporation to procure a judgment in its favor,
by  reason  of the fact that  such the  person  is or was a  director,  officer,
employee or other agent of the corporation,  against expenses, judgments, fines,
settlements  and other amounts  actually and  reasonably  incurred in connection
with the  proceeding  if the agent acted in good faith and in a manner the agent
reasonably  believed to be in the best interests of the corporation  and, in the
case of a criminal  proceeding,  had no reasonable  cause to believe the conduct
was unlawful.

         Section  317(c) of the  California  Corporations  law  provides  that a
corporation  shall have power to indemnify any agent who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent,  against  expenses  actually and
reasonably incurred by the agent in connection with the defense or settlement of
the action if the agent  acted in good faith and in a manner the agent  believed
to be in the best interest of the corporation and its shareholders.

         Section 317(c) further provides that no indemnification may be made for
any of the following:  (i) in respect of any claim,  issue or matter as to which
the agent shall have been adjudged to be liable to the  corporation,  unless and
only to the extent  that the court in which such  proceeding  is or was  pending
shall   determine  that  the  agent  is  fairly  and   reasonably   entitled  to
indemnification  for  expenses,  (ii) of amounts  paid in settling or  otherwise
disposing  of a pending  action  without  court  approval  and (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without court approval.  Section 317(d) of the Corporations law requires that an
agent be indemnified  against expenses  actually and reasonably  incurred to the
extent the agent has been successful on the merits in the defense of proceedings
referred to in subdivisions (b) or (c) of Section 317.

         Except as provided in Section  317(d),  and pursuant to Section 317(e),
indemnification  under  Section  317  shall be made by the  corporation  only if
specifically  authorized and upon a determination that indemnification is proper
under the  circumstances  because the agent has met the  applicable  standard of
conduct  set forth in  Section  317(b) or (c),  by any of the  following:  (i) a
majority  vote of a quorum  consisting  of directors  who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion, (iii) approval of the shareholders, provided
that any shares owned by the agent may not be counted in this vote,  or (iv) the
court in which such proceeding is or was pending.  Pursuant to Section 317(f) of
the Corporations law, the corporation may advance expenses incurred in defending
any  proceeding  upon receipt of an undertaking by the agent to repay the amount
if it is ultimately determined that the agent is not entitled to be indemnified.

         Section   317(h)   provides,   with   certain   exceptions,   that   no
indemnification  shall be made under  Section 317 where it appears that it would
be  inconsistent  with a provision  of the  corporation's  articles,  bylaws,  a
shareholder  resolution  or an agreement  which  prohibits  or otherwise  limits
indemnification,  or where it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

         Section  317(i)  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of an agent for liabilities arising by reason of the agent's
status,  whether or not the  corporation  would have the power to indemnify  the
agent against  liability under the provisions of Section 317. Section 5.8 of our
Bylaws authorizes us to purchase and maintain  insurance on behalf of any person
indemnified us. We currently  maintain a directors and officers liability policy
in the amount of $5,000,000.

                                      II-4

<PAGE>


Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         Please  see the  Exhibit  Index  filed  as  part  of this  registration
statement.

Item 9. Undertakings.

         (a) The undersigned company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement;

                           (i) To include  any  prospectus  required  by section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the  Commission  by the company  pursuant to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each post-effective  amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (4) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required by Section  10(a)(3) of the Securities Act need
not be furnished,  provided, that the registrant includes in the prospectus,  by
means of a post-effective  amendment,  financial statements required pursuant to
this paragraph (a)(4) and other  information  necessary to ensure that all other
information  in the  prospectus  is a least  as  current  as the  date of  those
financial statements.  Notwithstanding the foregoing,  with respect to financial
statements on Form F-3, a post-effective  amendment need not be filed to include
financial  statements and other information  required by Section 10(a)(3) of the
Act of Rule 3-19 of this chapter if such financial  statements  and  information
are contained in periodic  reports filed with or furnished to the

                                      II-5

<PAGE>


Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in Form F-3.

         (b) The  undersigned  company hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the company of expenses incurred or paid by a director,  officer,  or
controlling  person of the registrant in the  successful  defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-6

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  of  Napa,  State  of  California  on the  8th  day of
June, 1999.


                                                The Chalone Wine Group, Ltd.

                                                By: /s/ Thomas B. Selfridge
                                                   -----------------------------
                                                    Thomas B. Selfridge
                                                    President and Chief
                                                    Executive Officer


         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned does hereby make,
constitute  and appoint  Thomas B. Selfridge and Francois Muse and each of them,
acting together or alone, his true and lawful  attorneys-in-fact and agents with
full  power of  substitution,  in his name,  place and stead to  execute  on his
behalf,  in his  capacity  as a Director  and/or  officer of the  registrant,  a
registration  statement  on Form S-8 or other  appropriate  form and any and all
amendments thereto (including post-effective amendments),  registering shares of
the common stock of the registrant,  to be filed with the Commission pursuant to
the Securities Act, and any and all instruments which said attorneys-in-fact and
agents deem  necessary or advisable to enable the  registrant to comply with the
Securities Act and the rules,  regulations and requirements of the Commission in
respect thereof,  giving and granting to said  attorneys-in-fact and agents, and
each of them,  acting  together  or alone,  full power and  authority  to do and
perform each and every act and thing  whatsoever  necessary or appropriate to be
done in and about the  premises  as fully to all intents as he might or would do
if personally present at the doing thereof,  with full power of substitution and
revocation,  hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

<TABLE>
         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

<CAPTION>
            Signature                                Title                                    Date
<S>                                       <C>                                              <C>
     /s/ W.Philip Woodward                Chairman of the Board of Directors               June 2, 1999
---------------------------------
      W. Philip Woodward


    /s/ Thomas B. Selfridge               President, Chief Executive Officer and           June 2, 1999
---------------------------------         Director (Principal Executive Officer)
       Thomas B. Selfridge

                                                  II-7

<PAGE>


     /s/ Francois Muse                    Chief Financial Officer and Treasurer            June 2, 1999
---------------------------------         (Principal Financial and Principal
        Francois Muse                      Accounting Officer)


                                          Director
---------------------------------
       Christina Banks


    /s/ C. Richard Kramlich               Director                                         June 2, 1999
---------------------------------
      C. Richard Kramlich


      /s/ James H. Niven                  Director                                         June 2, 1999
---------------------------------
       James H. Niven


     /s/ Eric de Rothschild               Director                                         June 2, 1999
---------------------------------
      Eric de Rothschild


      /s/ Christophe Salin                Director                                         June 2, 1999
---------------------------------
       Christophe Salin


      /s/ Yves-Andre Istel                Director                                         June 2, 1999
---------------------------------
         Yves-Andre Istel


                                          Director
---------------------------------
         Mark A. Hojel


                                          Director
---------------------------------
        Phillip M. Plant


      /s/ William G. Myers                Director                                         June 2, 1999
---------------------------------
         William G. Myers
</TABLE>

                                                 II-8

<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number              Exhibit Title
------              -------------

3.1  Restated Articles of Incorporation, as amended through June 3, 1985.    (i)

3.2  Amendment to Restated Articles, filed June 6, 1988.                    (ii)

3.3  Amendment to Restated Articles, filed May 17, 1991.                   (iii)

3.4  Amendment to Restated Articles, filed July 14, 1993.                   (iv)

3.5  Bylaws, as amended through December 1992.                               (i)

3.6  1993 Bylaw amendments.                                                 (iv)

5.1  Opinion of Farella Braun & Martel LLP

23.1 Consent of Deloitte & Touche LLP, independent accountants

23.2 Consent of Farella Braun & Martel LLP (included in Exhibit 5.1)

24.1 Power of Attorney  (included in the Signature  Page contained in Part II of
     the Registration Statement).

99.1 The Chalone Wine Group, Ltd. 1997 Stock Option Plan

---------------
(i)      Filed as  Exhibit  Nos.  3.1 and 3.2,  respectively,  to the  Company's
         Registration Statement on Form S-1 (File No. 33-8666), and incorporated
         herein by reference.
(ii)     Filed as Exhibit No. 3.2 to the  Company's  Annual  Report on Form 10-K
         for the year  ended  December  31,  1988,  dated  March 11,  1989,  and
         incorporated herein by reference.
(iii)    Filed as Exhibit No. 3.3 to the  Company's  Annual  Report on Form 10-K
         for the year  ended  December  31,  1991,  dated  March 25,  1992,  and
         incorporated herein by reference.
(iv)     Filed as  Exhibit  Nos.  3.4 and 3.6,  respectively,  to the  Company's
         Annual Report on Form 10-K for the year ended December 31, 1993,  dated
         March 26, 1994, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25578}]
{"company-data": {"conformed-name": "CHALONE WINE GROUP LTD", "cik": "0000742685", "assigned-sic": "2080", "irs-number": "941696731", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80209", "film-number": "99642339"}, "business-address": {"street1": "621 AIRPARK RD", "city": "NAPA", "state": "CA", "zip": "94558", "phone": "7072544200"}, "mail-address": {"street1": "621 AIRPARK ROAD", "street2": "621 AIRPARK ROAD", "city": "NAPA", "state": "CA", "zip": "94558"}, "former-company": {"former-conformed-name": "CHALONE INC", "date-changed": "19910603"}}
As filed with the Securities and Exchange Commission on June 8, 1999
                                                    Registration No. 333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                          The Chalone Wine Group, Ltd.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   California
         (State or other jurisdiction of incorporation or organization)

                                   94-1696731
                      (I.R.S. Employer Identification No.)

           621 Airpark Road
           Napa, California                                        94558
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)

                             1997 Stock Option Plan
                            ------------------------
                            (Full Title of the Plan)

                  Thomas B. Selfridge, Chief Executive Officer
                          The Chalone Wine Group, Ltd.
                                621 Airpark Road
                                 Napa, CA 94558
                                 (707) 254-4200
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:

                              Daniel E. Cohn, Esq.
                              James E. Grand, Esq.
                           Farella Braun & Martel LLP
                        235 Montgomery Street, 30th Floor
                          San Francisco, CA 94104-3159

                                      II-1
CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- ----------------------- -------------------------- -------------------
                                                           Proposed                 Proposed
         Title of                                          maximum                   maximum
        securities                  Amount                 offering                 aggregate              Amount of
           to be                     to be                price per                 offering              registration
        registered                registered            share (1) (2)               price (2)                 fee
---------------------------- ---------------------- ----------------------- -------------------------- -------------------
Common Stock,               1,000,000               $9.50                   $9,500,000                $2,641
       no par value
---------------------------- ---------------------- ----------------------- -------------------------- -------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
Registration Statement shall be deemed to cover such additional shares of common
stock as may become  issuable  pursuant to the  anti-dilution  provisions of the
1997 Stock Option Plan.

(2) Estimated  solely for the purpose of calculating the  registration  fee. The
common  stock being  registered  relates to options to be granted in the future,
with option prices to be determined at the time of grant. The aggregate offering
price has been computed pursuant to Rule 457(h) promulgated under the Securities
Act of 1933,  as  amended,  on the basis of the average of the high and low sale
prices of the common stock as reported on the Nasdaq  National Market on June 4,
1999,  a date  within  five  business  days  prior to the date of filing of this
Registration Statement.
--------------------------------------------------------------------------------

This  Registration  Statement  shall become  effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933, as amended.

                                      II-2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The  information  called for in Part I of Form S-8 is not being prepared with or
included  in this Form S-8 (by  incorporation  by  reference  or  otherwise)  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "Commission").

We will send or give the documents  containing the information  required by this
item to persons who are eligible to participate in the plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended.

Item 2. Registration Information and Employee Plan Annual Information

We will send or give the documents  containing the  information  incorporated by
reference  pursuant  to  Item 3 of Part II of  this  registration  statement  to
persons who are  eligible to  participate  in the plan  pursuant to Rule 428(b),
without charge,  upon written or oral request.  These documents are incorporated
by  reference  in the Section  10(a)  prospectus.  We also will send or give the
documents required by Rule 428(b), without charge, upon written or oral request,
to persons who are eligible to participate in the plan.  Requests for any of the
documents  referred  to in this item  should be mailed  to:  Investor  Relations
Department,  The Chalone Wine Group,  Ltd., 421 Airpark Road, Napa, CA 94558; or
you may call us at 707-254-4200.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The Commission  allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents.  The information  incorporated by reference
is considered to be part of this prospectus,  and later information that we file
with the Commission will automatically update and supersede this information. We
are incorporating by reference the documents listed below and any future filings
made  with the  Commission  under  Section  13(a),  13(c),  14,  or 15(d) of the
Exchange Act until a post-effective  amendment to this registration statement is
filed indicating that all of the securities registered by it have been issued or
which deregisters the securities which remain unissued:

         (a)      Our Annual Report on Form 10-K for the fiscal year ended March
                  31, 1998.

         (b)      Our Quarterly Reports on Form 10-Q for the quarters ended June
                  30, 1998, September 30, 1998 and December 31, 1998.

         (c)      Our Current Report on Form 8-K, dated May 8, 1998.

         (d)      The   description  of  our  common  stock   contained  in  our
                  Registration  Statement on Form 8-A, filed with the Commission
                  on April 18, 1995.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

                                      II-3
Item 6. Indemnification of Directors and Officers

         Article FIFTH of our Articles of  Incorporation,  as amended,  provides
for the  indemnification  of our  officers and  directors to the fullest  extent
permissible  under  California  law.  Section  5.8 of our Bylaws  requires us to
indemnify,  and, in certain  instances,  advance  expenses to, our agents,  with
respect to certain costs,  expenses,  judgments,  fines,  settlements  and other
amounts  incurred in  connection  with any  proceeding,  to the  fullest  extent
permitted by applicable law. Persons covered by this  indemnification  provision
include our current and former directors,  officers, employees and other agents,
as well as persons who serve at our request as directors, officers, employees or
agents of another enterprise.

         Section  317(b)  of  the  General  Corporations  Law of  the  State  of
California  provides that a corporation may indemnify any person who was or is a
party or is  threatened  to be made a party  to any  proceeding,  other  than an
action by or in the right of the corporation to procure a judgment in its favor,
by  reason  of the fact that  such the  person  is or was a  director,  officer,
employee or other agent of the corporation,  against expenses, judgments, fines,
settlements  and other amounts  actually and  reasonably  incurred in connection
with the  proceeding  if the agent acted in good faith and in a manner the agent
reasonably  believed to be in the best interests of the corporation  and, in the
case of a criminal  proceeding,  had no reasonable  cause to believe the conduct
was unlawful.

         Section  317(c) of the  California  Corporations  law  provides  that a
corporation  shall have power to indemnify any agent who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent,  against  expenses  actually and
reasonably incurred by the agent in connection with the defense or settlement of
the action if the agent  acted in good faith and in a manner the agent  believed
to be in the best interest of the corporation and its shareholders.

         Section 317(c) further provides that no indemnification may be made for
any of the following:  (i) in respect of any claim,  issue or matter as to which
the agent shall have been adjudged to be liable to the  corporation,  unless and
only to the extent  that the court in which such  proceeding  is or was  pending
shall   determine  that  the  agent  is  fairly  and   reasonably   entitled  to
indemnification  for  expenses,  (ii) of amounts  paid in settling or  otherwise
disposing  of a pending  action  without  court  approval  and (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without court approval.  Section 317(d) of the Corporations law requires that an
agent be indemnified  against expenses  actually and reasonably  incurred to the
extent the agent has been successful on the merits in the defense of proceedings
referred to in subdivisions (b) or (c) of Section 317.

         Except as provided in Section  317(d),  and pursuant to Section 317(e),
indemnification  under  Section  317  shall be made by the  corporation  only if
specifically  authorized and upon a determination that indemnification is proper
under the  circumstances  because the agent has met the  applicable  standard of
conduct  set forth in  Section  317(b) or (c),  by any of the  following:  (i) a
majority  vote of a quorum  consisting  of directors  who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion, (iii) approval of the shareholders, provided
that any shares owned by the agent may not be counted in this vote,  or (iv) the
court in which such proceeding is or was pending.  Pursuant to Section 317(f) of
the Corporations law, the corporation may advance expenses incurred in defending
any  proceeding  upon receipt of an undertaking by the agent to repay the amount
if it is ultimately determined that the agent is not entitled to be indemnified.

         Section   317(h)   provides,   with   certain   exceptions,   that   no
indemnification  shall be made under  Section 317 where it appears that it would
be  inconsistent  with a provision  of the  corporation's  articles,  bylaws,  a
shareholder  resolution  or an agreement  which  prohibits  or otherwise  limits
indemnification,  or where it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

         Section  317(i)  authorizes  a  corporation  to purchase  and  maintain
insurance on behalf of an agent for liabilities arising by reason of the agent's
status,  whether or not the  corporation  would have the power to indemnify  the
agent against  liability under the provisions of Section 317. Section 5.8 of our
Bylaws authorizes us to purchase and maintain  insurance on behalf of any person
indemnified us. We currently  maintain a directors and officers liability policy
in the amount of $5,000,000.

                                      II-4
Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         Please  see the  Exhibit  Index  filed  as  part  of this  registration
statement.

Item 9. Undertakings.

         (a) The undersigned company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement;

                           (i) To include  any  prospectus  required  by section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the  Commission  by the company  pursuant to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each post-effective  amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (4) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required by Section  10(a)(3) of the Securities Act need
not be furnished,  provided, that the registrant includes in the prospectus,  by
means of a post-effective  amendment,  financial statements required pursuant to
this paragraph (a)(4) and other  information  necessary to ensure that all other
information  in the  prospectus  is a least  as  current  as the  date of  those
financial statements.  Notwithstanding the foregoing,  with respect to financial
statements on Form F-3, a post-effective  amendment need not be filed to include
financial  statements and other information  required by Section 10(a)(3) of the
Act of Rule 3-19 of this chapter if such financial  statements  and  information
are contained in periodic  reports filed with or furnished to the

                                      II-5
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in Form F-3.

         (b) The  undersigned  company hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the company of expenses incurred or paid by a director,  officer,  or
controlling  person of the registrant in the  successful  defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City  of  Napa,  State  of  California  on the  8th  day of
June, 1999.

                                                The Chalone Wine Group, Ltd.

                                                By: /s/ Thomas B. Selfridge
                                                   -----------------------------
                                                    Thomas B. Selfridge
                                                    President and Chief
                                                    Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned does hereby make,
constitute  and appoint  Thomas B. Selfridge and Francois Muse and each of them,
acting together or alone, his true and lawful  attorneys-in-fact and agents with
full  power of  substitution,  in his name,  place and stead to  execute  on his
behalf,  in his  capacity  as a Director  and/or  officer of the  registrant,  a
registration  statement  on Form S-8 or other  appropriate  form and any and all
amendments thereto (including post-effective amendments),  registering shares of
the common stock of the registrant,  to be filed with the Commission pursuant to
the Securities Act, and any and all instruments which said attorneys-in-fact and
agents deem  necessary or advisable to enable the  registrant to comply with the
Securities Act and the rules,  regulations and requirements of the Commission in
respect thereof,  giving and granting to said  attorneys-in-fact and agents, and
each of them,  acting  together  or alone,  full power and  authority  to do and
perform each and every act and thing  whatsoever  necessary or appropriate to be
done in and about the  premises  as fully to all intents as he might or would do
if personally present at the doing thereof,  with full power of substitution and
revocation,  hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
Signature                                Title                                    Date
/s/ W.Philip Woodward                Chairman of the Board of Directors               June 2, 1999
---------------------------------
      W. Philip Woodward

    /s/ Thomas B. Selfridge               President, Chief Executive Officer and           June 2, 1999
---------------------------------         Director (Principal Executive Officer)
       Thomas B. Selfridge

                                                  II-7
/s/ Francois Muse                    Chief Financial Officer and Treasurer            June 2, 1999
---------------------------------         (Principal Financial and Principal
        Francois Muse                      Accounting Officer)

                                          Director
---------------------------------
       Christina Banks

    /s/ C. Richard Kramlich               Director                                         June 2, 1999
---------------------------------
      C. Richard Kramlich

      /s/ James H. Niven                  Director                                         June 2, 1999
---------------------------------
       James H. Niven

     /s/ Eric de Rothschild               Director                                         June 2, 1999
---------------------------------
      Eric de Rothschild

      /s/ Christophe Salin                Director                                         June 2, 1999
---------------------------------
       Christophe Salin

      /s/ Yves-Andre Istel                Director                                         June 2, 1999
---------------------------------
         Yves-Andre Istel

                                          Director
---------------------------------
         Mark A. Hojel

                                          Director
---------------------------------
        Phillip M. Plant

      /s/ William G. Myers                Director                                         June 2, 1999
---------------------------------
         William G. Myers
II-8
INDEX TO EXHIBITS

Exhibit
Number              Exhibit Title
------              -------------

3.1  Restated Articles of Incorporation, as amended through June 3, 1985.    (i)

3.2  Amendment to Restated Articles, filed June 6, 1988.                    (ii)

3.3  Amendment to Restated Articles, filed May 17, 1991.                   (iii)

3.4  Amendment to Restated Articles, filed July 14, 1993.                   (iv)

3.5  Bylaws, as amended through December 1992.                               (i)

3.6  1993 Bylaw amendments.                                                 (iv)

5.1  Opinion of Farella Braun & Martel LLP

23.1 Consent of Deloitte & Touche LLP, independent accountants

23.2 Consent of Farella Braun & Martel LLP (included in Exhibit 5.1)

24.1 Power of Attorney  (included in the Signature  Page contained in Part II of
     the Registration Statement).

99.1 The Chalone Wine Group, Ltd. 1997 Stock Option Plan

---------------
(i)      Filed as  Exhibit  Nos.  3.1 and 3.2,  respectively,  to the  Company's
         Registration Statement on Form S-1 (File No. 33-8666), and incorporated
         herein by reference.
(ii)     Filed as Exhibit No. 3.2 to the  Company's  Annual  Report on Form 10-K
         for the year  ended  December  31,  1988,  dated  March 11,  1989,  and
         incorporated herein by reference.
(iii)    Filed as Exhibit No. 3.3 to the  Company's  Annual  Report on Form 10-K
         for the year  ended  December  31,  1991,  dated  March 25,  1992,  and
         incorporated herein by reference.
(iv)     Filed as  Exhibit  Nos.  3.4 and 3.6,  respectively,  to the  Company's
         Annual Report on Form 10-K for the year ended December 31, 1993,  dated
         March 26, 1994, and incorporated herein by reference.