SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November~~December 32, 2004

The Robert Mondavi Corporation
(Exact Name of Registrant as Specified in Charter)

California
(State or Other Jurisdiction of Incorporation)

33-61516		94-2765451
000-21624		94-2765451
(Commission File Number)		(IRS Employer Identification No.)
841 Latour Court
Napa, California		94558
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (707) 226-1395

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

x Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement.

OnEffective ~~November~~December 32, 2004, ~~Constellation Brands, Inc., a Delaware corporation (“Constellation”), entered into an Agreement and Plan of Merger (~~the ~~“Merger Agreement”) with The~~ Robert Mondavi Corporation, ~~a California corporation~~ (the “~~RMC~~Company”), ~~and~~has ~~RMD~~agreed ~~Acquisition~~to ~~Corp.,~~make athe ~~California~~following ~~corporation~~payments, ~~(“Merger~~under ~~Sub”) and wholly-owned subsidiary of Constellation~~certain circumstances, ~~pursuant~~ to ~~which~~members ~~Constellation~~of ~~will~~the ~~acquire~~Company’s ~~The Robert~~management: ~~Mondavi Corporation.~~

~~Pursuant~~ 1. toCurrently ~~the~~each of ~~Merger~~Gregory ~~Agreement~~M. Evans, atHenry ~~the~~J. ~~effective~~Salvo, ~~time~~Dennis ofP. ~~the Merger~~Joyce, ~~Merger~~Peter ~~Sub~~Mattei, ~~will~~Michael K. beBeyer, ~~merged~~Steven ~~with~~R. ~~and into RMC~~Soderberg, ~~with~~Gregory ~~RMC~~J. asBrady, ~~the~~Valerie ~~surviving corporation (the “Merger”)~~Deitrick, ~~and~~Rodney ~~(1)~~ K. ~~each~~Williams, ~~share~~Patrick ~~of Class A Common Stock of RMC~~Delong, noand ~~par~~Eric ~~value~~G. ~~(the~~Morham ~~“RMC~~has ~~Class~~an Aemployment ~~Common~~agreement with ~~Stock”) issued and outstanding at~~ the ~~effective~~Company ~~time~~which ofwould ~~the~~entitle ~~Merger, other than~~ the ~~shares~~executive ofto ~~RMC~~severance ~~Class~~and ~~A Common Stock owned by Constellation,~~other ~~Merger~~ benefits ~~Sub~~if orhe ~~RMC (~~or ~~any~~she ofis ~~their~~terminated ~~respective~~without ~~direct~~cause or ~~indirect~~resigns ~~wholly-owned~~for ~~subsidiaries)~~good ~~and~~reason in ~~other~~connection ~~than~~with the ~~shares~~Company’s ~~for~~proposed ~~which~~acquisition ~~RMC~~(the ~~shareholders~~“Merger”) by ~~have~~Constellation ~~properly~~Brands, ~~demanded~~Inc. ~~appraisal~~ (“~~Appraisal Shares~~Constellation”),. ~~will~~The beMerger ~~converted into the~~is ~~right~~ subject to ~~receive~~shareholder ~~$56.50~~approval ~~net in cash,~~ and ~~(2)~~customary ~~each~~closing ~~share of Class B Common Stock of RMC~~conditions, noincluding governmental ~~par value (the “RMC Class B Common Stock,”~~ and ~~together~~regulatory ~~with~~approvals. ~~the~~The ~~RMC~~Company ~~Class~~or AConstellation ~~Common~~may ~~Stock, the “RMC Common Stock”) issued~~make ~~and~~ additional ~~outstanding~~payments atto ~~the~~some ~~effective~~executive ~~time~~officers ofin ~~the~~satisfaction ~~Merger, other than the shares~~ of ~~RMC~~certain tax ~~Class~~liabilities Bthat ~~Common~~may ~~Stock~~be ~~owned~~incurred by ~~Constellation,~~them ~~Merger~~in ~~Sub~~connection orwith ~~RMC~~these ~~(or~~severance benefits. ~~any~~The amount of ~~their~~these ~~respective~~additional ~~direct~~payments oris ~~indirect~~not ~~wholly-owned~~expected ~~subsidiaries) and other than the Appraisal Shares, will be converted into the right~~ to ~~receive~~exceed $652.825 ~~net~~ million in ~~cash~~the aggregate.

~~Completion~~ 2. ofThe ~~the~~Company ~~Merger~~and Constellation ishave ~~subject~~agreed to ~~approval~~establish, byupon ~~the~~consummation ~~holders~~ of ~~a majority of~~ the ~~Class~~Merger, a Aretention ~~Common~~bonus ~~Stock~~pool ofwith ~~RMC~~an ~~(other~~aggregate ~~than~~amount ~~holders~~ of ~~shares~~approximately of$1.85 ~~Class~~million to Abe ~~Common~~allocated ~~stock~~to ~~who~~the ~~are~~Company’s ~~also recordholders~~executive ofofficers, ~~shares~~ of ~~Class~~which Bapproximately $600,000 ~~Common stock)~~ and ~~the~~$150,000 ~~holders~~may ofbe apayable ~~majority~~to each of ~~the~~Gregory ~~Class~~M. BEvans ~~Common~~and ~~Stock~~Henry J. ofSalvo, ~~RMC~~respectively. ~~Concurrent~~Subject ~~with~~to ~~the~~completion ~~execution~~ of the Merger ~~Agreement~~, ~~certain members of~~ the ~~Mondavi~~retention amounts ~~family~~would ~~who~~be ~~collectively~~payable ~~beneficially~~no ~~own more~~earlier than aSeptember ~~majority~~2005 ofor ~~the~~upon ~~outstanding shares of Class B Common Stock and~~ the ~~members of RMC'~~employee’s earlier ~~board~~termination of ~~directors~~employment ~~have~~following ~~entered into a support agreement with Constellation (~~the ~~“Support~~completion ~~Agreement”) pursuant to which they have agreed to vote all shares~~ of ~~capital~~the ~~stock of RMC~~Merger ~~held~~ by ~~them in favor of~~ the ~~Merger~~Company ~~Agreement~~or ~~and~~by ~~the~~Constellation ~~Merger~~without cause.

3. The ~~Merger~~Company’s chairman, ~~Agreement~~Ted. ~~also~~W. ~~provides~~Hall, ~~among~~is ~~other~~compensated ~~things,~~in ~~that~~accordance ~~RMC~~with ~~will~~the ~~immediately~~terms ~~cease~~of ~~any~~a written ~~existing~~agreement ~~activities~~dated January 8, ~~discussions~~2004. orThe ~~negotiations~~agreement ~~with~~provides ~~any~~for ~~party~~a ~~conducted~~monthly retainer ~~with~~fee ~~respect~~in tothe ~~any~~amount of $50,000 plus a minimum annual cash bonus of ~~merger~~ $400,000. ~~reorganization~~The agreement also provides for such other cash or ~~consolidation,~~stock ~~except~~incentives ~~that~~as ~~RMC~~the Company’s board of directors may ~~continue~~deem ~~its~~appropriate. ~~existing~~The ~~activities,~~Company ~~discussions~~has ordetermined ~~negotiations~~that ~~with~~it ~~respect~~will topay anMr. ~~acquisition~~Hall bonuses in the aggregate amount of ~~RMC~~approximately by$2.5 ~~certain~~million, ~~persons~~a ~~with~~portion ~~whom~~of ~~RMC~~which is ~~has~~payable ~~had~~in ~~previous~~the ~~discussions.~~ordinary course in respect of his 2004 annual bonus.

~~RMC may terminate the Merger Agreement under certain circumstances, including if RMC’s board determines in good faith, prior to the approval and adoption of the Merger Agreement by~~ RMC’s shareholders, that it has received an unsolicited bona fide written “superior proposal”, as that term is defined in the Merger Agreement, and otherwise complies with certain terms of the Merger Agreement, including that RMC allow Constellation an opportunity to offer modifications to the terms of the existing Merger Agreement that are at least as favorable to RMC shareholders as such “superior proposal”. In the event of such termination RMC ~~must pay a termination fee of $31 million to Constellation.~~ SIGNATURES

~~The~~Pursuant ~~Merger Agreement is subject~~ to the ~~satisfaction~~requirements of ~~other~~the ~~conditions~~Securities ~~customary~~Exchange toAct ~~transactions~~ of ~~this type~~1934, ~~including~~the ~~governmental~~registrant ~~and~~has ~~regulatory~~duly ~~approvals.~~caused ~~The~~this ~~companies expect~~report to ~~complete the~~be ~~transaction~~signed byon ~~the~~its ~~end~~behalf ofby ~~2004~~the undersigned orhereunto ~~early~~duly ~~2005~~authorized.

The above descriptions of the Merger, the Merger Agreement, the Support Agreement and related transactions and agreements are qualified in their entirety by reference to the terms of the Merger Agreement, which is attached hereto as Exhibit 2.1 and the terms of the Support Agreement, which is attached hereto as Exhibit 99.1.

	The Robert Mondavi Corporation

Date: December 2, 2004	By:	/s/ Michael K. Beyer

		Name:	Michael K. Beyer
		Title:	Senior Vice President and
			General Counsel

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of November 3, 2004, by and among Constellation Brands, Inc., RMD Acquisition Corp., and The Robert Mondavi Corporation.
99.1	Support Agreement dated as of November 3, 2004, by and among Constellation Brands, Inc., and certain Mondavi shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Robert Mondavi Corporation
Date: November 8, 2004	By:	/s/ Michael K. Beyer
		Name:	Michael K. Beyer
		Title:	Senior Vice President and
			General Counsel

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