8-K

                                  UNITED STATES
                       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):       August 20, 2004




                         The Robert Mondavi Corporation
             (Exact name of registrant as specified in its charter)


          California                 33-61516               94-2765451
- -------------------------------  ----------------  -----------------------------
(State or other jurisdiction of    (Commission            (I.R.S. Employer
 incorporation or organization)     File Number)         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







ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURES.

     On Aug. 20, 2004 The Robert Mondavi Corporation issued the press release
attached as Exhibit 99.1 to this report.






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 thereunto duly authorized.


                                       The Robert Mondavi Corporation
                                               (Registrant)


Date: August 20, 2004                    By: /S/ Henry J. Salvo, Jr.
      ---------------                        -----------------------------------
                                                 Henry J. Salvo, Jr.
                                                 Executive Vice President,
                                                 Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1

      Robert Mondavi Announces Plan to Eliminate Class B Shares;
              Board Authorizes Share Repurchase Program;
           Company to Create Two Distinct Lines of Business

    OAKVILLE, Calif.--(BUSINESS WIRE)--Aug. 20, 2004--The Robert
Mondavi Corporation (Nasdaq:MOND) today announced that its Board of
Directors has adopted and will recommend to shareholders a plan to
recapitalize the company that would result in a single class of shares
and the elimination of Class B shares with super-voting rights.
Subject to approval at the October 29, 2004 Annual Meeting of
Shareholders, the recapitalization will be effected and the company
will be reincorporated in Delaware.
    Each Class A share of the current California corporation will be
exchanged for one common share of the new Delaware corporation (the
"Class A exchange ratio"), and each Class B share of the current
California corporation will be exchanged for 1.165 common shares of
the new Delaware corporation (the "Class B exchange ratio").
    The Board of Directors has also authorized the repurchase of up to
$30 million in common stock of the new Delaware corporation. The share
repurchase program will become effective following the elimination of
the Class B shares and permits the company to make open market
purchases over time based upon prevailing business and market
conditions.
    The company also announced that it would create two separate lines
of business within the corporation, one focused on the company's
"lifestyle" brands, and the other on its "luxury" brands. Lifestyle
brands generally sell for up to $15 per bottle at retail, and luxury
brands sell above $15.
    Ted Hall, Chairman of the Board of Robert Mondavi Corporation
said, "The proposal to create a unified share structure is consistent
with the company's commitment to adopting a corporate governance
structure that adheres to best practices among publicly held
companies."
    "It has become increasingly clear in the new wine environment that
$50 Napa Valley Cabernet and $6 premium wines require different
business models," said Greg Evans, President and CEO. "Therefore our
Board has directed management to develop separate operating plans for
each business, which will provide greater focus and additional
opportunities to enhance value for all shareholders and our
customers."
    Dennis Joyce, Executive Vice President of Sales and Marketing for
Robert Mondavi Corporation has been named Chief Operating Officer of
the "lifestyle" business, reporting to Mr. Evans. A search is underway
for an executive to lead the "luxury" business.
    At present there are approximately 10.7 million Class A shares,
each with one vote, that are publicly traded on NASDAQ. There are
approximately 6.0 million Class B shares, each with ten votes, which
are closely held by members of the Robert Mondavi family. If the plan
is approved and implemented, the Class B shareholders' financial
interest in the company will increase from approximately 35.9% to
approximately 39.5% and their voting power will decrease from
approximately 84.9% to approximately 39.5%. A Special Committee of
independent directors recommended approval of the exchange ratios to
the Board of Directors.
    The requisite vote of the Class B shareholders to approve the plan
has been secured by a voting agreement. Implementation of the plan is
subject to approval by a majority of the Class A shares at the October
29, 2004 Annual Shareholder's Meeting and certain consents from
lenders and other contractual parties.
    Citigroup Global Markets is advising the company in the
recapitalization. Evercore Partners provided an opinion to the Special
Committee of the Board of Directors that, as of the date of the
opinion, the Class B exchange ratio was fair from a financial point of
view to the holders of Class B shares. Morgan Stanley provided an
opinion to the Special Committee of the Board of Directors that, as of
the date of the opinion, the Class A exchange ratio was fair from a
financial point of view to the holders of Class A shares (other than
those holders who also hold Class B shares).
    The company has posted an FAQ related to this announcement on its
website at www.robertmondavi.com under the Investor Relations/News &
Events/Press Releases section.
    Robert Mondavi produces and markets fine wines under the following
labels: Woodbridge Winery, Robert Mondavi Private Selection, Robert
Mondavi Winery, La Famiglia, Kirralaa, Byron Vineyards and Winery, Io,
Arrowood Vineyards and Winery and Grand Archer by Arrowood. The
company also produces Opus One, in partnership with the Baroness
Philippine de Rothschild of Chateau Mouton Rothschild of Bordeaux,
France; Luce, Lucente, Danzante, and the wines of Tenuta
dell'Ornellaia, in partnership with the Marchesi de' Frescobaldi of
Tuscany, Italy; and Sena and Arboleda, in partnership with the Eduardo
Chadwick family of Vina Errazuriz in Chile. In addition to the
partnership wines, Robert Mondavi Imports represents the wines of
Marchesi de' Frescobaldi, Attems, Caliterra, and Vina Errazuriz in the
United States.

    Important Information For Investors And Shareholders

    In connection with the proposed recapitalization plan, The Robert
Mondavi Corporation will file a combined proxy statement/prospectus
and other relevant documents with the Securities and Exchange
Commission (the "SEC"). INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AS IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE RECAPITALIZATION PLAN AND
RELATED MATTERS. INVESTORS AND SHAREHOLDERS WILL HAVE ACCESS TO FREE
COPIES OF THE PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER
DOCUMENTS FILED WITH THE SEC BY THE COMPANY THROUGH THE SEC WEB SITE
AT WWW.SEC.GOV. THE PROXY STATEMENT/PROSPECTUS AND RELATED MATERIALS
MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM THE COMPANY BY
DIRECTING A REQUEST TO THE COMPANY'S INVESTOR RELATIONS DEPARTMENT AT
841 LATOUR COURT, NAPA, CA 94558; TELEPHONE (707) 251-4850; E-MAIL
MOND@ROBERTMONDAVI.COM.
    The company and its directors, executive officers, certain members
of management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger.
Information regarding the persons who may, under the rules of the SEC,
be considered to be participants in the solicitation of the company's
shareholders in connection with the proposed recapitalization plan is
set forth in the company's annual report on Form 10-K for the fiscal
year ended June 30, 2003 filed with the SEC on September 26, 2003, and
proxy statement for its 2003 annual meeting of shareholders filed with
the SEC on October 28, 2003. Additional information regarding such
persons and a description of their direct and indirect interests in
the recapitalization plan will be set forth in the proxy
statement/prospectus when it is filed with the SEC.

    Forward-Looking Statements

    This announcement and other information provided from time to time
by the company contain historical information as well as
forward-looking statements about the company, the premium wine
industry and general business and economic conditions. Such
forward-looking statements include, for example, projections or
predictions about the company's future growth, consumer demand for its
wines, including new brands and brand extensions, margin trends,
anticipated future investment in vineyards and other capital projects,
the premium wine grape market and the premium wine industry generally.
Actual results may differ materially from the company's present
expectations. Among other things, a soft economy, a downturn in the
travel and entertainment sector, risk associated with continued
conflict in the Middle East, reduced consumer spending, or changes in
consumer preferences could reduce demand for the company's wines.
Similarly, increased competition or changes in tourism to our
California properties could affect the company's volume and revenue
growth outlook. The supply and price of grapes, the company's most
important raw material, is beyond the company's control. A shortage of
grapes might constrict the supply of wine available for sale and cause
higher grape costs that put more pressure on gross profit margins. A
surplus of grapes might allow for greater sales and lower grape costs,
but it might also result in more competition and pressure on selling
prices or marketing spending. Interest rates and other business and
economic conditions could increase significantly the cost and risks of
projected capital spending. For additional cautionary statements
identifying important factors that could cause actual results to
differ materially from such forward-looking information, please refer
to Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," in the company's Annual Report
on Form 10-K for the fiscal year ended June 30, 2003, on file with the
Securities and Exchange Commission. For these and other reasons, no
forward-looking statement by the company can nor should be taken as a
guarantee of what will happen in the future.

    CONTACT: The Robert Mondavi Corporation
             Robert Philipps, 707-251-4850
             (VP, Treasury & Investor Relations)
             Hilary Martin, 707-251-4487
             (VP Corporate Communications)