~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~ _________________

~~WASHINGTON, D.C. 20549~~ FORM 8-K

~~FORM~~ CURRENT ~~8-K~~REPORT Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934

~~CURRENT REPORT~~ ~~Pursuant~~Date Toof ~~Section 13~~report ~~Or 15~~(d)Date of ~~The~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofNovember ~~1934~~ 3, 2004

~~Date~~The ofRobert ~~report~~Mondavi Corporation (~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~October~~in ~~15,~~Charter) ~~2004~~

~~The~~ California ~~Robert~~ (State ~~Mondavi~~or ~~Corporation~~ Other Jurisdiction of Incorporation)

(Exact Name of Registrant

33-61516		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

~~as Specified in Charter)~~_________________

~~California~~ ~~(State~~ Check the orappropriate ~~Other~~box ~~Jurisdiction~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Incorporation)~~the registrant under any of the following provisions (see General Instruction A.2. below):

33-61516 (Commission File Number) 94-2765451 (IRS Employer Identification No.)
841 Latour Court Napa, California (Address of Principal Executive Offices) 94558 (Zip Code)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~x Soliciting material ~~telephone~~pursuant ~~number,~~to ~~including~~Rule ~~area~~14a-12(b) ~~code:~~under the Exchange Act (~~707) 226~~17 CFR 240.14a-~~1395~~ 12(b))

~~Check the appropriate box below if the Form 8~~o Pre-Kcommencement communications ~~filing~~pursuant ~~is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~14d-2(b) ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~ ~~provisions~~Exchange Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.14d-2~~. below~~(b): )

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))

~~TABLE~~Item OF1.01 ~~CONTENTS~~Entry into Material Definitive Agreement.

~~Item~~ On 1November 3, 2004, Constellation Brands, Inc.01, ~~Entry~~a Delaware corporation (“Constellation”), entered into aan ~~Material~~Agreement ~~Definitive~~and Plan of Merger (the “Merger Agreement”) ~~Item~~with 9The Robert Mondavi Corporation, a California corporation (“RMC”), and RMD Acquisition Corp.~~01.~~, ~~Financial~~a ~~Statements~~California corporation (“Merger Sub”) and ~~Exhibits~~wholly-owned ~~SIGNATURES~~subsidiary ~~EXHIBIT~~of ~~INDEX~~Constellation, ~~EXHIBIT~~pursuant 10to which Constellation will acquire The Robert Mondavi Corporation.1

~~Table~~ Pursuant to the Merger Agreement, at the effective time of ~~Contents~~the Merger, Merger Sub will be merged with and into RMC, with RMC as the surviving corporation (the “Merger”), and (1) each share of Class A Common Stock of RMC, no par value (the “RMC Class A Common Stock”) issued and outstanding at the effective time of the Merger, other than the shares of RMC Class A Common Stock owned by Constellation, Merger Sub or RMC (or any of their respective direct or indirect wholly-owned subsidiaries) and other than the shares for which RMC shareholders have properly demanded appraisal (“Appraisal Shares”), will be converted into the right to receive $56.50 net in cash, and (2) each share of Class B Common Stock of RMC, no par value (the “RMC Class B Common Stock,” and together with the RMC Class A Common Stock, the “RMC Common Stock”) issued and outstanding at the effective time of the Merger, other than the shares of RMC Class B Common Stock owned by Constellation, Merger Sub or RMC (or any of their respective direct or indirect wholly-owned subsidiaries) and other than the Appraisal Shares, will be converted into the right to receive $65.82 net in cash.

~~Item~~ Completion 1of the Merger is subject to approval by the holders of a majority of the Class A Common Stock of RMC (other than holders of shares of Class A Common stock who are also recordholders of shares of Class B Common stock) and the holders of a majority of the Class B Common Stock of RMC.01 ~~Entry~~Concurrent with the execution of the Merger Agreement, certain members of the Mondavi family who collectively beneficially own more than a majority of the outstanding shares of Class B Common Stock and the members of RMC's board of directors have entered into a ~~Material~~support ~~Definitive~~agreement with Constellation (the “Support Agreement”) pursuant to which they have agreed to vote all shares of capital stock of RMC held by them in favor of the Merger Agreement and the Merger.

~~Timothy J. Mondavi, a Vice Chairman and director of~~ The ~~Robert~~Merger ~~Mondavi Corporation~~Agreement ~~(the~~also ~~“Company”)~~provides, ~~departed~~among asother ~~an officer and employee of the Company on October 6~~things, ~~2004,~~that ~~effective~~RMC ~~as of September 30, 2004. Mr. Mondavi~~ will ~~remain~~ aimmediately ~~director~~cease ~~subject~~any toexisting ~~normal~~activities, ~~nominating~~discussions ~~and~~or ~~election~~negotiations ~~procedures~~with ofany ~~the board~~party ofconducted ~~directors and will be eligible as a non-employee director for compensation for his board service in keeping~~ with ~~the~~respect ~~existing plan approved by the board of directors. The Company has paid Mr. Mondavi his fiscal year 2004 salary~~ to ~~his departure date in accordance with the Company’s established~~any ~~compensation arrangements~~merger, ~~including~~reorganization ~~the~~or ~~payment of his fiscal year 2004 salary of $477~~consolidation,~~360,~~ aexcept ~~$41,478~~that ~~fiscal~~RMC ~~year~~may ~~2004~~continue ~~life~~its ~~insurance~~existing ~~payment on Mr. Mondavi’s behalf (grossed up by 35% for taxes~~activities, ~~resulting~~discussions inor anegotiations ~~total~~with ~~payment~~respect ofto ~~$55,995) and~~an aacquisition ~~$50,000 fiscal year 2004 cash bonus, and the vesting~~ of ~~1,035~~RMC ~~restricted stock~~by ~~units~~certain ~~(valued~~persons atwith ~~approximately~~whom ~~$36,300)~~RMC ashas ahad ~~participant~~previous indiscussions. ~~the Company’s~~ ~~fiscal year 2004 management incentive compensation plan.~~

On RMC ~~October~~may ~~15,~~terminate ~~2004,~~ the ~~Company~~Merger ~~entered into a Termination of Employment~~ Agreement ~~with~~under ~~Mr. Mondavi~~certain ~~which~~circumstances, ~~provides~~including ~~certain~~if ~~severance~~RMC’s ~~benefits~~board todetermines ~~Mr. Mondavi~~ in ~~connection~~good ~~with~~faith, ~~his~~prior ~~separation as an officer and employee. Mr. Mondavi may revoke his consent~~ to the ~~agreement~~approval inand ~~the~~adoption ~~seven-day~~of ~~period following~~ the ~~date~~Merger onAgreement ~~which Mr. Mondavi signed the agreement. The agreement~~by ~~will~~RMC’s ~~become effective on October 23~~shareholders, ~~2004~~that ~~unless~~it ~~earlier revoked. Pursuant to this agreement, the Company~~ has ~~agreed~~received toan ~~make~~unsolicited abona ~~departure~~fide ~~payment~~written ~~of $1,193,400~~“superior ~~to Mr. Mondavi or his estate over 30 months commencing on October 28~~proposal”, ~~2004,~~as ~~subject~~that toterm ~~Mr. Mondavi’s~~is ~~adherence~~defined toin the ~~Termination~~Merger ~~of Employment~~ Agreement, and tootherwise ~~pay~~complies ~~the~~with ~~employer~~certain ~~premium,~~terms ~~assuming~~of ~~Mr. Mondavi pays~~ the ~~employee~~ ~~premium~~Merger Agreement, toincluding ~~continue his group health insurance coverage for the~~that ~~maximum~~RMC ~~18 months~~allow ~~allowable~~Constellation ~~under~~an ~~the~~opportunity ~~Company’s health insurance plan and~~ to ~~pay~~ ~~the~~offer ~~same~~modifications ~~employer premium directly~~ to ~~Mr. Mondavi for an additional 12 months. Mr. Mondavi’s options granted during his employment will vest to and including September 30, 2004. No additional options will vest during~~ the ~~term~~terms of ~~his~~the ~~Personal~~existing ~~Services~~Merger Agreement ~~described~~ ~~below.~~that ~~Timothy~~are J.at ~~Mondavi~~least ~~may~~as ~~exercise~~favorable ~~any~~to ~~vested options~~RMC ~~for~~shareholders aas ~~period~~such of“superior ~~18 months after his September 30, 2004 departure~~proposal”. In ~~addition, Mr. Mondavi~~the ~~will~~event ~~be permitted to select up to 50 cases~~ of ~~wine,~~such ~~limited~~termination ~~to 10~~RMC ~~cases~~must ~~per~~pay ~~vintage,~~a ~~from~~termination ~~the~~fee ~~Company’s library~~ of ~~wines~~$31 ~~made~~million ~~by Robert Mondavi Winery and the company’s joint venture partners for his private collection, subject~~ to ~~his adherence to his Termination of Employment Agreement~~Constellation.

In The ~~consideration~~Merger ofAgreement is ~~these~~subject ~~payments,~~to ~~Mr. Mondavi provided~~ the ~~Company~~satisfaction ~~a general release~~ of ~~all~~other ~~claims~~conditions hecustomary ~~may have against it relating~~ to ~~employment~~transactions ~~termination,~~of ~~employment~~this ~~discrimination~~type, orincluding ~~any~~governmental ~~other~~and ~~employment~~regulatory ~~or employee benefit rights~~approvals. InThe ~~addition, Mr. Mondavi agreed during the term of his~~companies ~~Personal~~expect ~~Services Agreement not~~ to ~~solicit~~complete the ~~for~~transaction ~~employment~~by ~~any employee of~~ the ~~Company~~ ~~without~~end ~~the prior notice and approval, not to be unreasonably withheld,~~ of ~~the~~2004 ~~company’s~~or ~~chief~~early ~~executive officer~~2005.

The ~~Company~~above ~~also~~descriptions ~~entered~~of ~~into~~the aMerger, ~~Personal~~the ~~Services~~Merger Agreement, ~~with~~the ~~Mr. Mondavi~~Support ~~which~~Agreement ~~provides~~and ~~that~~related hetransactions ~~provide~~and ~~personal~~agreements ~~services~~are toqualified ~~the~~in ~~Company~~their asentirety ~~a consulting~~by ~~winegrower~~reference ~~for~~to ~~Robert~~the ~~Mondavi~~terms ~~Winery, effective October 1, 2004 for a term~~ of ~~one~~the ~~year. Under this agreement~~Merger Agreement, ~~Mr. Mondavi~~which ~~will~~is beattached ~~compensated~~hereto ~~at the~~as ~~rate~~Exhibit ~~of $~~2~~,400~~.1 ~~per day for a minimum of 50 days~~ and athe ~~maximum~~terms of ~~75 days. The minimum payment under~~ the ~~agreement~~Support ~~will be $120~~Agreement,~~000~~ ~~and~~which ~~the~~is ~~maximum payment~~attached ~~under~~hereto ~~this~~as ~~agreement~~Exhibit ~~will be $180,000~~99. ~~Payments will be made at the rate of at least $30,000 per fiscal quarter~~1. ~~The personal services can be terminated at will by either party upon 30 days notice.~~

A copy of the Termination of Employment Agreement between the Company and Mr. Mondavi, the Personal Services Agreement between the Company and Mr. Mondavi and the related letter dated October 12, 2004 to Timothy J. Mondavi from the Company’s board of directors, are attached to this report as Exhibit 10.1 and are incorporated here by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description	~~Description~~
10.1		Termination of Employment Agreement, Personal Services Agreement and related letter
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.

~~Table of Contents~~ SIGNATURES

~~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.

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

		The Robert Mondavi Corporation
Date:	October 20, 2004	By:	/s/ Michael K. Beyer
			Name: Title:	Michael K. Beyer Senior Vice President and General Counsel

EXHIBIT INDEX

10.1 Termination of Employment Agreement, Personal Services Agreement and related letter

33-61516 (Commission File Number)		94-2765451 (IRS Employer Identification No.)
841 Latour Court Napa, California (Address of Principal Executive Offices)		94558 (Zip Code)

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