SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               FORM 10-QSB/A No. 1

(Mark One)

     [x]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934

For the quarterly period ended June 30, 1996

     [ ]  TRANSITION   REPORT   UNDER   SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from                        to
                               ----------------------    -----------------------
Commission file number: 1-13636

                         Mendocino Brewing Company, Inc.
                 (Name of small business issuer in its charter)

          California                                     68-0318293
(State or other jurisdiction of             (I.R.S. Employee Identification No.)
 incorporation or organization)

  13351 South Highway 101, Hopland, CA                     95449
(Address of principal executive offices)                 (Zip code)

Issuer's telephone number:  (707) 744-1015

Securities registered under Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered
   Common Stock, no par value                  The Pacific Stock Exchange

Securities registered under Section 12(g) of the Act:

                                 Not applicable
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
 Yes   X    No
     -----     ------

     The number of shares of the issuer's  common stock  outstanding  as of June
30, 1996 is 2,322,222.




PART II



Item 6.  Exhibits and Reports on Form 8-K.

Exhibit
Number            Description of Document
- -----------       -----------------------
3.1               Restated Articles of Incorporation, as amended, of the Company
                  (Incorporated  by reference  from the  Company's  Registration
                  Statement  dated June 15, 1994, as amended,  previously  filed
                  with the Commission, Registration No. 33-78390-LA.)

3.2               Bylaws of the Company  (Incorporated  by  referenced  from the
                  Company's  Report on Form 10-KSB for the annual  period  ended
                  December 31, 1994 previously filed with the Commission.)

4.1               Articles 5 and 6 of the Restated Articles of Incorporation, as
                  amended, of the Company (Reference is made to Exhibit 3.1)

4.2               Article  10 of the  Restated  Articles  of  Incorporation,  as
                  amended, of the Company (Reference is made to Exhibit 3.2)

19.1*             Construction agreement with BDM Construction Company, Inc.

19.2*             $60,000 Note payable to BDM Construction Company, Inc.

19.3*             Agreement to modify note and deed of trust dated June 6, 1995
                  with Langley, et al.

19.4*             Agreement to modify note dated June 6, 1995 with  Langley, et
                  al.

19.5*             Amendment to installment note payable to Langley, et al.

19.6*             Manufacturing Business Expansion and Relocation Agreement with
                  the City of Ukiah

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19.7*             Manufacturing Business Expansion and Relocation Agreement with
                  the Ukiah Redevelopment Agency

19.8*             Consulting Agreement with Daniel R. Moldenhauer

19.9*             Commitment Letter from the Savings Bank of Mendocino County

19.10             Business Loan Agreement with WestAmerica Bank

27*               Financial Data Schedule

                  *(Incorporated  by reference from the Company's Report on Form
                   10-QSB  for  the   quarterly   period  ended  June  30,  1996
                   previously filed with the Commission.)

     No reports on Form 8-K were filed  during the quarter for which this report
is filed.


                                    SIGNATURE

    In accordance  with the  requirements  of the Exchange  Act, the  registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.

Mendocino Brewing Company, Inc.
               (Registrant)

Date   September 13, 1996              /s/ H. Michael Laybourn
    ----------------------------       -----------------------------------------
                                       H. Michael Laybourn, President



Date   September 13, 1996              /s/ Norman H. Franks
    ----------------------------       -----------------------------------------
                                       Norman H. Franks, Chief Financial Officer

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