As filed with the Securities and Exchange Commission on August 20, 1999
                                                Registration No. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             RAVENSWOOD WINERY, INC.
             (Exact Name of Registrant as Specified in Its Charter)


             California                                         94-3026706
   (State or Other Jurisdiction                             (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

                               18701 Gehricke Road
                            Sonoma, California 95476
                                 (707) 938-1960
               (Address, including zip code, and telephone number,
               including area code of principal executive offices)

                                   -----------

                             RAVENSWOOD WINERY, INC.

                          EMPLOYEE STOCK PURCHASE PLAN
                           1999 EQUITY INCENTIVE PLAN
                              (Full title of plans)

                               Justin M. Faggioli
                            Executive Vice President
                                  and Secretary
                             RAVENSWOOD WINERY, INC.
                               18701 Gehricke Road
                            Sonoma, California 95476
                                 (707) 938-1960
          (Name, and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   -----------

                                   Copies to:
                               Maria Pizzoli, Esq.
                           Farella Braun & Martel LLP
                        235 Montgomery Street, 30th Floor
                          San Francisco, CA 94104-3159
                                 (415) 954-4400

<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,                550,000              $10.50 - $11.55           $5,888,115             $1,637
       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 our
Employee Stock Purchase Plan and our 1999 Equity Incentive Plan.

(2) Estimated  solely for the purpose of calculating the  registration  fee. The
offering  price per share and  aggregate  offering  price are based upon (i) the
actual exercise price for shares subject to outstanding stock options previously
granted under our 1999 Equity Incentive Plan; and (ii) shares issuable under our
1999 Equity  Incentive Plan and Employee Stock Purchase Plan,  calculated on the
basis of the  average  of the high and low sales  price of our  common  stock on
August 16, 1999, as reported on the Nasdaq National Market.  The following chart
shows the calculation of the registration fee.

</FN>
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Type of Shares                              Number of         Price Per         Aggregate Offering
                                            Shares            Share             Price Per Share

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

<S>                                         <C>               <C>               <C>
Common Stock issuable pursuant              179,500           $ 10.50           $1,884,750
to outstanding options under the
1999 Equity Incentive Plan

Common Stock issuable pursuant              100,000           $ 11.55           $1,155,000
to outstanding options under the
1999 Equity Incentive Plan

Common Stock available for Grant            220,500           $ 10.53           $2,321,865
under the 1999 Equity Incentive Plan

Common Stock issuable under the              50,000           $ 10.53           $  526,500
Employee Stock Purchase Plan
----------------------------------------------------------------------------------------------------
</TABLE>


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


<PAGE>


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

          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").

                                     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 prospectus  filed  pursuant to Rule 424(b) under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  that  contains  our audited
financial statements for the years ended June 30, 1997 and 1998.

         (b) The description of our common stock  contained in our  Registration
Statement on Form 8-A, filed under Section 12(g) of the Securities  Exchange Act
of 1934, as amended (the  "Exchange  Act"),  including any amendments or reports
filed for the purpose of updating such description.

         (c) Our Quarterly  Report on Form 10-QSB,  filed under Section 15(d) of
the Exchange Act on May 13, 1999.

         (d) Our Quarterly Report on Form 10-QSB/A, filed under Section 15(d) of
the Exchange Act on May 26, 1999.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

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

                                       1

<PAGE>

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  by us. We currently  maintain a directors  and  officers  liability
policy in the amount of $5,000,000.

                                       2

<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS.


4.1   Our Amended and Restated Articles of  Incorporation (1)
4.2   Our Amended and Restated Bylaws (1)
4.3   Specimen Stock Certificate (2)
5.1   Opinion of Farella Braun & Martel LLP
23.1  Consent  of  Odenberg,  Ullakko,  Muranishi  & Company,  LLP,  Independent
      Auditors.
23.2  Consent of Farella Braun & Martel LLP  (contained in Exhibit 5.1
      hereof).
24    Power of Attorney (contained on page 5  hereof).
99.1  1999 Equity Incentive Plan (1)
99.2  Employee Stock Purchase Plan (1)

         1. Filed as an exhibit to the Registration  Statement on Form S-B2 (No.
333-71729) on February 4, 1999, and incorporated herein by reference.

         2. Filed as an exhibit to Amendment No. 2 to the Registration Statement
on Form  S-B2 (No.  333-71729)  on April 2,  1999,  and  incorporated  herein by
reference.


ITEM 9.  Undertakings.

(a)  Rule 415 Offering.

The undersigned registrant 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, as amended (the "Securities Act");

          (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 hereof) 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  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b)  (Section  230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20%  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 this  registration  statement or any
material change to such information in this  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 (Section  239.13 of this chapter) or Form
S-8 (Section  239.16b of this chapter) and the  information  to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such  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.

                                       3

<PAGE>


(b) Filings incorporating subsequent Exchange Act documents by reference.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  Annual
Report  pursuant to Section  13(a) or Section  15(d) of the 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 to this  registration  statement shall be deemed to
be a new registration  statement  relating to the securities offered herein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

(c)  Request  for  Acceleration  of  Effective  Date or Filing  of  Registration
Statement on Form S-8.

Insofar as indemnification  for liabilities arising under the Securities Act 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 Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant 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.

                                       4

<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  Sonoma,  State of  California,  on  the 17th day of
August, 1999.


                                           RAVENSWOOD WINERY, INC.

                                           By:   /s/ W. Reed Foster
                                               ---------------------------------

                                                  W. REED FOSTER
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints W. Reed Foster, Joel E. Peterson, Callie S. Konno
and Justin M.  Faggioli,  and each of them, to act as his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection  therewith),  and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said  attorneys-in-fact  and agents,  and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or his or her substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following persons, in the capacities  indicated
on the 17th day of August, 1999.



    Signature                  Title


    /s/ W. Reed Foster         Chairman of the Board and Chief Executive Officer
----------------------------   (Principal Executive Officer)
    W. Reed Foster


    /s/ Joel E. Peterson       President, Winemaker and Director
----------------------------
    Joel E. Peterson


    /s/ Callie S. Konno        Chief Financial Officer and Director
----------------------------   (Principal Financial and Accounting Officer)
    Callie S. Konno


    /s/ Justin M. Faggioli     Executive Vice President, Secretary and Director
----------------------------
    Justin M. Faggioli


    /s/ James F. Wisner        Director
----------------------------
    James F. Wisner


    /s/ Robert E. McGill III   Director
----------------------------
    Robert E. McGill III

                                       5

<PAGE>

                                  EXHIBIT INDEX

4.1   Our Amended and Restated Articles of  Incorporation (1)
4.2   Our Amended and Restated Bylaws (1)
4.3   Specimen Stock Certificate (2)
5.1   Opinion of Farella Braun & Martel LLP
23.1  Consent  of  Odenberg,  Ullakko,  Muranishi  & Company,  LLC,  Independent
      Auditors.
23.2  Consent of Farella Braun & Martel LLP  (contained in Exhibit 5.1
      hereof).
24    Power of Attorney (contained on page 5  hereof).
99.1  1999 Equity Incentive Plan (1)
99.2  Employee Stock Purchase Plan (1)

1.  Filed  as an  exhibit  to the  Registration  Statement  on  Form  S-B2  (No.
333-71729) on February 4, 1999, and incorporated herein by reference.

2. Filed as an exhibit to Amendment No. 2 to the Registration  Statement on Form
S-B2 (No. 333-71729) on April 2, 1999, and incorporated herein by reference.

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23032}]
{"company-data": {"conformed-name": "RAVENSWOOD WINERY INC", "cik": "0000937015", "assigned-sic": "2080", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85735", "film-number": "99697383"}, "business-address": {"street1": "18701 GEHRICKE RD", "city": "SONOMA", "state": "CA", "zip": "95476"}, "mail-address": {"street1": "18701 GEHRICKE RD", "city": "SONOMA", "state": "CA", "zip": "95476"}}
As filed with the Securities and Exchange Commission on August 20, 1999
                                                Registration No. 333-___________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             RAVENSWOOD WINERY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             California                                         94-3026706
   (State or Other Jurisdiction                             (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

                               18701 Gehricke Road
                            Sonoma, California 95476
                                 (707) 938-1960
               (Address, including zip code, and telephone number,
               including area code of principal executive offices)

                                   -----------

                             RAVENSWOOD WINERY, INC.

                          EMPLOYEE STOCK PURCHASE PLAN
                           1999 EQUITY INCENTIVE PLAN
                              (Full title of plans)

                               Justin M. Faggioli
                            Executive Vice President
                                  and Secretary
                             RAVENSWOOD WINERY, INC.
                               18701 Gehricke Road
                            Sonoma, California 95476
                                 (707) 938-1960
          (Name, and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   -----------

                                   Copies to:
                               Maria Pizzoli, Esq.
                           Farella Braun & Martel LLP
                        235 Montgomery Street, 30th Floor
                          San Francisco, CA 94104-3159
                                 (415) 954-4400
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,                550,000              $10.50 - $11.55           $5,888,115             $1,637
       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 our
Employee Stock Purchase Plan and our 1999 Equity Incentive Plan.

(2) Estimated  solely for the purpose of calculating the  registration  fee. The
offering  price per share and  aggregate  offering  price are based upon (i) the
actual exercise price for shares subject to outstanding stock options previously
granted under our 1999 Equity Incentive Plan; and (ii) shares issuable under our
1999 Equity  Incentive Plan and Employee Stock Purchase Plan,  calculated on the
basis of the  average  of the high and low sales  price of our  common  stock on
August 16, 1999, as reported on the Nasdaq National Market.  The following chart
shows the calculation of the registration fee.
----------------------------------------------------------------------------------------------------
Type of Shares                              Number of         Price Per         Aggregate Offering
                                            Shares            Share             Price Per Share

----------------------------------------------------------------------------------------------------
Common Stock issuable pursuant              179,500           $ 10.50           $1,884,750
to outstanding options under the
1999 Equity Incentive Plan

Common Stock issuable pursuant              100,000           $ 11.55           $1,155,000
to outstanding options under the
1999 Equity Incentive Plan

Common Stock available for Grant            220,500           $ 10.53           $2,321,865
under the 1999 Equity Incentive Plan

Common Stock issuable under the              50,000           $ 10.53           $  526,500
Employee Stock Purchase Plan
----------------------------------------------------------------------------------------------------
This  Registration  Statement  shall become  effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933, as amended.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

          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").

                                     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 prospectus  filed  pursuant to Rule 424(b) under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  that  contains  our audited
financial statements for the years ended June 30, 1997 and 1998.

         (b) The description of our common stock  contained in our  Registration
Statement on Form 8-A, filed under Section 12(g) of the Securities  Exchange Act
of 1934, as amended (the  "Exchange  Act"),  including any amendments or reports
filed for the purpose of updating such description.

         (c) Our Quarterly  Report on Form 10-QSB,  filed under Section 15(d) of
the Exchange Act on May 13, 1999.

         (d) Our Quarterly Report on Form 10-QSB/A, filed under Section 15(d) of
the Exchange Act on May 26, 1999.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

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

                                       1
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  by us. We currently  maintain a directors  and  officers  liability
policy in the amount of $5,000,000.

                                       2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS.

4.1   Our Amended and Restated Articles of  Incorporation (1)
4.2   Our Amended and Restated Bylaws (1)
4.3   Specimen Stock Certificate (2)
5.1   Opinion of Farella Braun & Martel LLP
23.1  Consent  of  Odenberg,  Ullakko,  Muranishi  & Company,  LLP,  Independent
      Auditors.
23.2  Consent of Farella Braun & Martel LLP  (contained in Exhibit 5.1
      hereof).
24    Power of Attorney (contained on page 5  hereof).
99.1  1999 Equity Incentive Plan (1)
99.2  Employee Stock Purchase Plan (1)

         1. Filed as an exhibit to the Registration  Statement on Form S-B2 (No.
333-71729) on February 4, 1999, and incorporated herein by reference.

         2. Filed as an exhibit to Amendment No. 2 to the Registration Statement
on Form  S-B2 (No.  333-71729)  on April 2,  1999,  and  incorporated  herein by
reference.

ITEM 9.  Undertakings.

(a)  Rule 415 Offering.

The undersigned registrant 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, as amended (the "Securities Act");

          (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 hereof) 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  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b)  (Section  230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20%  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 this  registration  statement or any
material change to such information in this  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 (Section  239.13 of this chapter) or Form
S-8 (Section  239.16b of this chapter) and the  information  to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such  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.

                                       3
(b) Filings incorporating subsequent Exchange Act documents by reference.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  Annual
Report  pursuant to Section  13(a) or Section  15(d) of the 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 to this  registration  statement shall be deemed to
be a new registration  statement  relating to the securities offered herein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

(c)  Request  for  Acceleration  of  Effective  Date or Filing  of  Registration
Statement on Form S-8.

Insofar as indemnification  for liabilities arising under the Securities Act 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 Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant 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.

                                       4
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  Sonoma,  State of  California,  on  the 17th day of
August, 1999.

                                           RAVENSWOOD WINERY, INC.

                                           By:   /s/ W. Reed Foster
                                               ---------------------------------

                                                  W. REED FOSTER
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints W. Reed Foster, Joel E. Peterson, Callie S. Konno
and Justin M.  Faggioli,  and each of them, to act as his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection  therewith),  and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said  attorneys-in-fact  and agents,  and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or his or her substitute or substitutes or
all of them may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following persons, in the capacities  indicated
on the 17th day of August, 1999.

    Signature                  Title

    /s/ W. Reed Foster         Chairman of the Board and Chief Executive Officer
----------------------------   (Principal Executive Officer)
    W. Reed Foster

    /s/ Joel E. Peterson       President, Winemaker and Director
----------------------------
    Joel E. Peterson

    /s/ Callie S. Konno        Chief Financial Officer and Director
----------------------------   (Principal Financial and Accounting Officer)
    Callie S. Konno

    /s/ Justin M. Faggioli     Executive Vice President, Secretary and Director
----------------------------
    Justin M. Faggioli

    /s/ James F. Wisner        Director
----------------------------
    James F. Wisner

    /s/ Robert E. McGill III   Director
----------------------------
    Robert E. McGill III

                                       5
EXHIBIT INDEX

4.1   Our Amended and Restated Articles of  Incorporation (1)
4.2   Our Amended and Restated Bylaws (1)
4.3   Specimen Stock Certificate (2)
5.1   Opinion of Farella Braun & Martel LLP
23.1  Consent  of  Odenberg,  Ullakko,  Muranishi  & Company,  LLC,  Independent
      Auditors.
23.2  Consent of Farella Braun & Martel LLP  (contained in Exhibit 5.1
      hereof).
24    Power of Attorney (contained on page 5  hereof).
99.1  1999 Equity Incentive Plan (1)
99.2  Employee Stock Purchase Plan (1)

1.  Filed  as an  exhibit  to the  Registration  Statement  on  Form  S-B2  (No.
333-71729) on February 4, 1999, and incorporated herein by reference.

2. Filed as an exhibit to Amendment No. 2 to the Registration  Statement on Form
S-B2 (No. 333-71729) on April 2, 1999, and incorporated herein by reference.

                                       6