SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
D.C. 20549 FORM 10–K/AAmendment
No. 1 to Form 10-K x
  ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the year ended December 31, 2000 OR  ̈
  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  for the transition period from ___________________ to ____________________.  Commission
File Number  0-23846 MBC HOLDING COMPANY(Exact
name of registrant as specified in its charter) Minnesota
  41-1702599(State or other
  jurisdiction of
  (I.R.S. Employerincorporation or
  organization)
  Identification No.)
  882 West Seventh Street, Saint Paul, Minnesota 55102(Address
of principal executive offices) Registrant's
telephone number, including area code:  (651) 228-9173 Securities registered pursuant to Section 12(b) of the
Act:  None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 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.          Yesx                  No ̈ Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-K in this form, and
no disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. As of March 23, 2001, the Company had
3,506,860 shares of Common Stock, $.01 par value, outstanding, and 607,745
shares of Class A Convertible Preferred Stock. 
Each share of Class A Convertible Preferred Stock outstanding is
convertible into one share of Common Stock. The aggregate market value of the shares
of voting stock held by non-affiliates of the Company (persons other than
directors and officers) computed on the basis of the last reported sale of
$2.19 per share on March 23, 2001 was approximately $3,393,000. DOCUMENTS
INCORPORATED BY REFERENCE.None. PART
III

The
following items are amended to read as follows:

ITEM
10.DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT

The directors of the Company are listed
below.




Bruce
  E. Hendry
  Chairman
  of the Board of DirectorsDirector
  since 1991
  of
  the CompanyAge
   58Mr. Hendry has been the Chairman of
the Board of the Company since its formation in 1991.  Mr. Hendry is a private investor.  Mr. Hendry was employed as a registered representative with the
investment banking firm of Dougherty & Company LLC (formerly Summit
Investment Corporation) from October 1994 until September 2000.  He has been involved in the restructuring of
a number of financially distressed companies that have gone through
reorganization, including Kaiser Steel Corporation, First Republic Bank
Corporation, Erie Lackawanna, ET Railcar and Wickes Cos., Inc. Mr. Hendry is
also the sole shareholder of Minnesota Brewing Management Company, the General
Partner of the Partnership.  See Item 13
"Certain Relationships and Related Transactions."





John
  J. Lee
  President
  and Chief ExecutiveDirector
  since May 1997
  Officer
  of the CompanyAge
   42Mr.
Lee has been the President and Chief Executive Officer and a director of the
Company since May 1997.  From 1989 to
1995, he was the Chief Executive Officer of Rex Distributing, a beer
distributor.





Richard
  A. Perrine
  Senior
  Vice PresidentDirector since May
  1996
  The Hays Group, Inc.Age  46Mr.
Perrine is a certified public accountant and since May 1996 has been employed
by The Hays Group, Inc., an insurance brokerage firm.  From 1991 to 1996, Mr. Perrine was a Tax Partner with the
accounting firm of McGladrey & Pullen, LLP.





Robert
  A. Awsumb
  Chief
  ManagerDirector
  since November 1998
  R.A.
  Awsumb & Associates, PLCAge
   41Mr. Awsumb has been an attorney and
mediator at R.A. Awsumb & Associates, PLC in Saint Paul since 1998.  Prior to that time he was President and
founding member of the law firm of Rambow & Awsumb, P.A.





John
  T. Elliott
  PresidentDirector
  since May 1999
  Elliott
  Contracting CorporationAge
   52Mr.
Elliott is a professional engineer and has served as the President of Elliott
Contracting Corporation, an electrical construction and maintenance company,
since 1993.





James
  F. Freeman, III
  Vice
  President of SalesDirector
  since May 2000
  WACO
  AssociatesAge
   46Mr.
Freeman has spent his career in sales and general business management.   Since January 2000, he has been employed by
WACO Associates as Vice President of Sales. 
From 1994 through 1999, Mr. Freeman 
served as a vice president of Messer Griesheim Industries, Inc. in its
CO2 division.





Thomas
  L. Houts
  President
  and Chief Executive OfficerDirector
  since May 2000
  Dry
  Fibre, Inc.Age
   52Since
1996 Mr. Houts has served as President and Chief Executive Officer of Dry
Fibre, Inc., a textile technology manufacturer.





Meetings.  The Board of Directors met three times
during 2000.  Each current director
attended at least eighty percent of the meetings of the Board of Directors and
Board committees on which the director served, except Mr. Freeman, who attended
one of the two board meetings and attended three out of five audit committee
meetings that occurred in 2000 when he was a director.

Board
Committee Meetings.

The
Audit Committee, which is currently comprised of Messrs. Perrine, Houts, Awsumb
and Freeman, supervises the financial affairs of the Company and reviews the
scope and results of the audit and other services provided by the Companys
independent accountants.  The Audit
Committee then reports the results of its review to the full Board and to
management.  The Audit Committee met six
(6) times in 2000.

The
Nominating Committee, which is currently comprised of Messrs. Hendry and Lee,
considers and recommends nominees to the Board of Directors.  The Nominating Committee met once in 2000.  The Nominating Committee will consider
nominees recommended by a shareholder, provided the shareholder submits a
proposal in writing to the Companys Secretary which includes the nominees
name, a  list of the nominees
qualifications and a statement signed by the nominee indicating a willingness
to serve.

The
Companys directors are not paid any fees for service on the Board or
attendance at Board meetings.  However,
in 1998, Messrs.  Perrine and Awsumb
were each issued an option to purchase 15,000 shares of the Companys Common
Stock; in 1999, Mr. Elliott was issued an option to purchase 15,000 shares of
the Companys Common Stock; and in 2000, Mr. Houts and Mr. Freeman were each
issued an option to purchase 15,000 shares of Common Stock.   Each of these options vests in equal parts
over three years, contingent upon the directors reelection.

Executive
Officers of the Company

The executive officers of the Company are
as follows:


Name
  Age
  PositionBruce
  E. Hendry
  58
  Chairman
  and DirectorJohn
  J. Lee
  42
  President
  and Chief Executive OfficerMichael
  C. Hime
  49
  Vice
  President of Finance andChief
  Financial OfficerThe following is a brief summary of the
business experience of Mr. Hime.  The
business experience of Messrs. Hendry and Lee is listed above.

Mr. Hime has served as the Vice President
of Finance and Chief Financial Officer of the Company since July 1, 1997.  From 1990 to 1997, Mr. Hime was employed by
Central Financial Services and related entities as a Vice President.

ITEM
11.EXECUTIVE COMPENSATION

The following table shows, for the fiscal
years ending December 31, 2000, 1999, and 1998, the cash compensation paid by
the Company, as well as certain other compensation paid or accrued for those
years, to John J. Lee, the Companys current President and Chief Executive
Officer.  No other executive officer of
the Company received total cash compensation exceeding $100,000 during 2000.

Summary Compensation TableLong-Term Compensation Awards
  All OtherName
  and Principal Position
  Year
  Salary
  Options
  Compensation(1)John J.  Lee
  2000
  $122,118
  100,000
  $1,560President and Chief
  1999
  122,972
  -0-
  $1,560Executive Officer
  1998
  128,527
  -0-
  $1,560(1) Consists of 401(k) Plan payments of $312 and ESOP
contributions of $1,248 in each year.Option Grants in Year 2000Individual
  GrantsName
  Number
  of
  Securities
  Underlying
  Options
  Granted
  Percent
  of Total
  Options
  Granted to
  Employees
  in Fiscal
  Year
  Exercise
  Price
  Per
  Share
  Expiration
  Date
  Potential
  Realizable Value
  at Assumed Annual Rates
  of Stock Price Appreciation
  for Option Term (1)
  
  5%10%John
  J.  Lee
  100,000
  42.2%
  $3.00
  03/09/05
  $188,668
  $478,123(1)         Potential gains are reported net of the
option exercise price, but before taxes associated with exercise.  These amounts represent certain assumed
rates of appreciation only.  Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock, overall stock market conditions, as well as
the option holders continued employment through the vesting period. The
amounts reflected in this table may not necessarily be achieved.Aggregated Option Values in Year 2000

No
options were exercised by Mr. Lee during 2000. 
The following table sets forth, with respect to Mr. Lee, certain
information relating to unexercised stock options held as of the end of the
fiscal year ended December 31, 2000.Number of
  Options at
  December 31, 2000
  Value of UnexercisedIn-the-Money Options atDecember 31, 2000Name
  Exercisable
  Unexercisable
  Exercisable
  UnexercisableJohn J. Lee
  133,333
  66,667
  -0-
  -0-Employment
Agreements

The Company has no written
employment agreements with its executive officers.

ITEM
12.SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
only voting securities of the Company are shares of Common Stock and shares of
Preferred Stock, of which 3,506,860 shares and 607,745 shares,
respectively, were outstanding as of March 23, 2001.  The following table includes information, as of March 23, 2001,
concerning the beneficial ownership of the holdings of the voting stock of the
Company by (i) all persons who are known by the Company to hold five percent
(5%) or more of the Companys voting securities; (ii) each of the directors or
nominees for director of the Company; and (iii) all directors and officers of
the Company as a group.



Name and Address
  Shares Beneficially Owned (1)
  Percent OwnershipBruce E. Hendry 
  Minnesota Brewing Management Company; Minnesota Brewing Limited
  Partnership(2) 
  882 West Seventh Street
  Saint Paul, MN 55102
  2,148,829
  52.2
  %John J. Lee (3) 
  882 West Seventh Street 
  Saint Paul, MN  55102
  431,595
  10.1
  %MBC Holding Company
  Employee Stock Ownership Plan 
  882 West Seventh Street
  Saint Paul, MN 55102
  264,428
  6.4%Perkins Opportunity
  Fund (4) 
  730 East Lake Street 
  Wayzata, MN  55391
  250,000
  6.1
  %Robert A. Awsumb
  16,000
  *John T. Elliott
  10,000
  *James F. Freeman, III
  5,000
  *Thomas L. Houts
  6,000
  *Richard A. Perrine
  15,000
  *All Officers and
  Directors as a Group (7 persons)
  2,678,091
  64.7%____________________________*Indicates ownership of less than one
percent.

(1)         Includes
shares of Common Stock issuable upon the exercise of stock options granted to
the following persons and exercisable within 60 days of March 23, 2001 as
follows: Mr. Lee - 166,667 shares; Mr. Awsumb - 15,000 shares; Mr. Elliot -
10,000 shares; Mr. Freeman - 5,000 shares; Mr. Houts - 5,000 shares; Mr.
Perrine - 15,000 shares;  all officers
and directors as a group - 258,334 shares.

(2)         Minnesota
Brewing Limited Partnership (the Partnership) is a Minnesota limited
partnership that was established in September 1991.  Minnesota Brewing Management Company is the General Partner of
the Partnership and owns 4.8% of the Partnership interest in the Company as
General Partner.  Minnesota Brewing
Management Company has the right to vote all shares held by the
Partnership.  Bruce E. Hendry is the
sole shareholder of Minnesota Brewing Management Company and is a limited
partner in the Partnership.

(3)         Mr.
Lee serves as the trustee for the Company's Employee Stock Ownership Plan
(ESOP).  The share totals for Mr. Lee
include all of the 264,428 shares held by the ESOP.  Mr. Lee disclaims any beneficial ownership in the shares held by
the ESOP other than his respective interest.

(4)         Based
on a Schedule 13G/A dated January 22, 2001. 
Perkins Opportunity Fund is an investment company registered with the
Securities and Exchange Commission.  Of
the shares listed above, Perkins Opportunity Fund has the sole voting power
with respect to 250,000 shares and the sole dispositive power with respect to
250,000 shares.

ITEM
13.     CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

On
August 29, 1991, Bruce E. Hendry, the Company's current Chairman of the Board
of Directors, entered into an Asset Purchase Agreement with G. Heileman Brewing
Company ("Heileman") to purchase the real property commonly known as
the Jacob Schmidt Brewery in Saint Paul, Minnesota, certain equipment and other
tangible assets in connection therewith, the trademark "Grain Belt, and
certain assets relating to the marketing and distribution of beer.  Heileman was operating as
debtor-in-possession under the United States Bankruptcy Code in the Southern District
of New York.

Minnesota
Brewing Limited Partnership (the "Partnership") was formed by Mr.
Hendry and other private investors in September 1991.  Mr. Hendry assigned the Asset Purchase Agreement to the
Partnership, and the Partnership acquired the brewery and equipment from
Heileman for approximately $2.75 million. 
The Company, however, acquired the Grain Belt trademark directly from
Heileman.  The General Partner of the
Partnership is Minnesota Brewing Management Company.  Mr. Hendry is the President and sole shareholder of Minnesota
Brewing Management Company.  Mr. Lee and
Mr. Perrine, each of whom is a director of the Company, are limited partners in
the Partnership.  On September 11, 1991,
the Company was incorporated under Minnesota law.  In October 1991, the Partnership contributed $2,600,000 to the
Company and received 1,541,084 shares of Common Stock.

In March and April 1998, the
Company entered into two additional agreements with the Partnership under which
the Partnership loaned the Company an additional $475,000 and agreed to provide
the Company with a $2.5 million line of credit.  Advances under the line of credit accrue interest at the higher
of the prime rate of interest plus 1.0 percent or 9 percent. The line was
secured by substantially all the assets of the Company. This line of credit
agreement expired on January 1, 1999. The Company was unable to pay all amounts
due under the line and as a result the Company was in default under this
agreement. On April 15, 1999, the Partnership committed to amend the line of
credit agreement with the Company thereby curing the default that existed at
that date. The amended line of credit, which expires on April 15, 2002, will
provide borrowings up to $1.5 million.

Beginning
in 1997, the Company investigated and began to develop a business for the
production of ethanol. Ethanol is principally produced from the processing of
corn, including its fermentation into fuel grade alcohol. Because of the
significant cost of an ethanol production facility, the Company has obtained
investors to satisfy lenders request for equity.  The Company has contributed assets to and obtained a 28% minority
interest in the ethanol operation, Gopher State Ethanol, LLC (Gopher
State).  The Partnership owns 49% of
Gopher State.  Mr. Hendry also owns
11.5% of Gopher State directly.

In 1999, the Company formed  MG-CO2 
St. Paul (CO2 Joint Venture) to produce liquid carbon
dioxide.   CO2 Joint Venture
is a joint venture with a third party unrelated to the Company.  CO2 Joint Venture has agreed to
purchase 100% of the liquid carbon dioxide byproduct of Gopher States ethanol
production.

The
Companys production facilities for all of its subsidiaries are located in
Saint Paul, Minnesota.  In the past the
Company leased its production facilities and certain of its equipment from the
Partnership.  On March 29, 1999, the
Company and the Partnership terminated their lease agreement. The Partnership
also contributed its interest in the real estate and equipment that had been
previously leased to the Company to Gopher State. On March 29, 1999, the
Company and Gopher State entered into a new lease agreement for the same land,
building and production equipment that the Company had previously leased from
the Partnership. The new lease agreement provides for rent of $25,000 per month
and has an initial term of 10 years which expires in 2009.  The Company has the option to extend this
lease for three consecutive additional terms of ten (10) years each.

The
Company and Gopher State entered into a shared expenses agreement on March 29,
1999.  Under the agreement, Gopher State
is to reimburse the Company for all costs incurred by the Company on its
behalf.  In satisfaction of this
requirement, the amount owed to the Company by Gopher State under the agreement
is credited to the amounts the Company owes to Gopher State under the shared
facilities and services agreement described above.  The total amount credited to expenses related to this agreement
was approximately $3.2 million during 2000. 
Of the amount charged to Gopher State, approximately $1.3 million
related to shared utilities and approximately $833,000 related to raw
materials.  At December 31, 2000,
$430,000 was owed by Gopher State to the Company.

The
Company issued 547,614 shares of Preferred Stock to the Partnership in satisfaction
of $1,369,036 owed for deferred rents and accrued interest at December 31,
1998. The Preferred Stock has a 9% cumulative dividend rate and is convertible
into Common Stock at the rate of one share of Common Stock per share of
Preferred Stock.  The holders of
Preferred Stock are entitled to the number of votes equal to the number of
shares of Common Stock into which the Preferred Stock could be converted. On
March 31, 1999, the Partnership converted an additional $150,327 of debt into
60,131 additional shares of Preferred Stock. The dividends can be deferred and
if they are not paid, they accumulate without interest.  As of December 31, 2000, the Company was in
arrears $270,103 on payments of Preferred Stock dividends.

During
2000, the Company and Gopher State paid insurance premiums of approximately
$300,000 and $123,000 respectively to their carriers through The Hays Group,
Inc., an insurance broker of which Mr. Perrine, a director of the Company, is
Vice President.  The insurance policies
covered both the Companys facilities and employees and those of Gopher
State.   The Company believes that all
insurance purchased through the Hays Group, Inc. was on terms as favorable as
would be obtained from disinterested third parties.  The Company also believes that the commissions received by The
Hays Group, Inc. were in line with industry standards.

In
1999 Elliott Contracting Corporation (Elliott Contracting) was chosen as the
electrical contractor for Gopher State and the Company in a competitive bidding
process which occurred before construction of the ethanol facility
commenced.  After the bid of Elliott
Contracting was accepted, John T. Elliott was elected to the Companys Board of
Directors.  In 2000, Elliott Contracting
provided electrical contracting and maintenance services to both the Company in
the amount of $186,000 and Gopher State in the amount of $15,000.

The
Company is an unconditional guarantor with respect to a mortgage loan between
GSE and a financial institution.  As of
December 31, 2000, payments required under the terms of the agreement have been
paid.  The total obligation as of
December 31, 2000 was $13.3 million.

SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duty
caused this amendment No. 1 to 10-K report to be signed on its behalf by the
undersigned, thereunto duly authorized.



MINNESOTA BREWING COMPANYBy:
  /s/ John J.
  LeeJohn J. Lee, President andChief Executive Officer