Mail Stop 3561

							January 17, 2006



N. Mahadevan
Secretary and Chief Financial Officer
Mendocino Brewing Company
1601 Airport Road
Ukiah, CA  95482


	RE:	Mendocino Brewing Company
		Form 8-K filed September 8, 2005
		Form 8-K filed January 12, 2006
		File No. 1-13636


Dear Mr. Mahadevan:

          We have reviewed your filings and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. Your September 8, 2005 filing reported that Moss Adams would
resign at a future date; however, you have not filed an Item 4.01
Form 8-K amendment to report the date that they ceased to be your
auditor.  Please file an amendment to your September 8, 2005
filing
to do so.  Alternatively, we would not object if you amended the
January 12, 2006 filing to report this information.  We would
expect
the amended filing to state that there were no disagreements or
reportable events through the last day Moss Adams acted as your
principal accountant, if true.  The amendment should also include
an
undated letter from Moss Adams agreeing with the disclosures or
stating why they do not agree.



N. Mahadevan
Mendocino Brewing Company
January 17, 2006
Page 2



      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide the representations requested
above
and file your response to these comments as an EDGAR
correspondence
file.

	You may contract Robert Burnett, Staff Accountant, at (202)
551-
3330 to me at (202) 551-3841 if you have questions regarding these
comments.

							Sincerely,



							Michael Moran
						            Branch Chief

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