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 
 
                         January 30, 1997       
          Date of Report (Date of earliest event reported) 
 
 
 
                   Nor'Wester Brewing Company, Inc.      
       (Exact name of registrant as specified in its charter) 
 
 
 
    Oregon                  0-27458              93-1099661 
(State or other           (Commission          (IRS Employer 
 jurisdiction of )          File No.)        Identification No.) 
 of incorporation 
 
                       66 SE Morrison Street 
                       Portland, Oregon 97214 
                           (503) 232-9771 
            (Address of principal executive offices) 
              
 
                           Not applicable                        
    (Former name or former address, if changed since last report) 
 
 
Item 5.     Other Events. 
 
     On January 30, 1997, Nor'Wester Brewing Company, Inc. 
("Nor'Wester") and 
Willamette Valley, Inc. Microbreweries Across America ("WVI"), a public  
holding company comprised of three partially-owned public subsidiaries,  
Aviator Ales, Inc. ("AAI"), Bayhawk Ales, Inc. ("BAI"), and Mile High 
Brewing of Denver ("MHB"), Colorado, announced the signing of a 
definitive investment agreement with United Breweries of America, Inc. 
("UBA"), an affiliate of The UB Group of Bangalore, India. 
 
     Under the terms of the agreement, UBA will invest $8.63 million in 
cash in exchange for a 45% equity interest in a new entity comprised of 
the consolidated businesses of Nor'Wester (which includes Nor'Wester 
Brewing of Portland, Oregon and North Country Brewing of Saratoga 
Springs, New York), WVI and WVI's partially-owned public subsidiaries.  
The consolidation is expected to occur by the end of the second quarter 
of 1997, pending approval by the various companies' shareholders.  The 
new entity will be a holding company for five craft breweries being 
consolidated and will operate under the name, United Craft Brewers, Inc. 
 
     Of the $8.63 million investment by UBA, $2.75 million is in the 
form of bridge loans conditionally available to Nor'Wester during the 
consolidation phase to cover any shortfalls in operating cash or 
payments required to be made to existing creditors.  Of this amount, 
$1,000,000 has previously been loaned.  In addition to obtaining a 
perfected security interest in all the assets of North Country Brewing, 
among other conditions, all advances under the bridge loan are 
conditioned upon there being no material adverse change in the business 
of the various brewing companies taken as a whole.  At closing, the 
$2.75 million in loans and the remaining $5.88 million cash investment 
will be converted into shares of United Craft Brewers.

     Jim Bernau, President of Nor'Wester and WVI, is transferring to UBA 
partof his existing equity stake in the regional breweries.  He will 
receive no cash consideration in this transaction, and as a result of 
the transfer, UBA will own 45% of United Craft Brewers, with Bernau 
owning 10% of the new company. The public shareholders of Nor'Wester and 
WVI, Aviator Ales, Bayhawk Ales and Mile High Brewing will own the 
remaining 45% of United Craft Brewers.  The terms of UBA's investment as 
set forth in the definitive investment agreement differ from and 
supersede the terms of a Letter of Intent between the parties dated 
September 18, 1996, previously disclosed by the Company.  
 
     Mr. Bernau will serve as President of United Craft Brewers and will 
be a member of the Board of Directors.  Vijay Mallya, Chairman of The UB 
Group, will serve as Chairman of the Board of United Craft Brewers. 
 
     United Craft Brewers intends to acquire other craft brewers in the 
U.S. to expand its alliance of breweries.  Furthermore, United Craft 
Brewers intends to utilize The UB Group's experience and resources to 
pursue international opportunities for its craft beer alliance. 
 
     The UBA investment is subject to several closing conditions 
including (i) registration with the Securities and Exchange Commission 
of the United Craft Brewers shares to be issued to the public 
shareholders of Nor'Wester, WVI and WVI's subsidiary breweries in the 
consolidation as well as to UBA in its investment, (ii) successful 
completion of the consolidation of the regional breweries including 
approval by the shareholders of Nor'Wester, WVI and each of WVI's 
subsidiary breweries, and (iii) the achievement of certain designated or 
agreed operating results by the breweries.  The investment is expected 
to close on or about June 1997. 
 
     The consolidation is expected to be accomplished through a series 
of stock-for-stock mergers whereby shareholders of Nor'Wester, WVI and 
its subsidiaries-Aviator, Mile High and Bayhawk-will each exchange their  
respective shares for shares of United Craft Brewers according to the  
following exchange ratios (based on an average closing price for 
Nor'Wester's common stock of $2.63 for the 20 trading days immediately 
preceding execution of the definitive investment):  Nor'Wester-1:1, WVI-
1.99159:1; Aviator-2.98739:1; Mile High-2.98739:1; and Bayhawk-
1.99159:1. Following consolidation and UBA's investment, the combined 
entity will have approximately 13 million shares outstanding. 
 
     The Company believes that the information set forth in this Form 8-
K and the Press Release dated January 30, 1997, and attached as an 
exhibit hereto include "forward looking statements" within the meaning 
of Section 27A of the Securities Act and are subject to the safe harbor 
created by that Section. In particular, there can be no assurance that 
the consolidation will be approved by the shareholders of the various 
companies, that each of the otherclosing conditions to the definitive 
investment agreement will be met in time to close or that the investment 
will ultimately close.  Furthermore, even if the UBA investment closes, 
there can be no assurance that UCB will have adequate capital to pursue 
acquisitions of, or alliances with, other craft brewers in the U.S. and 
internationally, nor can there be any assurance of continued or 
additional market acceptance in the U.S. or internationally of UCBs' 
beers and ales.  Finally, during the consolidation phase, there can be 
no assurance that Nor'Wester will meet each of the conditions required 
to receive a bridge loan advance from UBA at the time such advance is 
needed.  There are additional risks and uncertainties that could cause 
the actual results to differ materially from the forward-looking 
statements including, but not limited to, the factors discussed in 
Nor'Wester's Securities and Exchange Commission filings. 
 
     Nor'Wester's press release regarding UBA's investment in Nor'Wester 
is incorporated herein by reference and filed as an exhibit to this Form 
8-K.

 
Item 7.     Financial Statements, Pro Forma Financial Information and 
Exhibits. 
 
     Exhibits 
 
          Number                     Description 
 
          99.1                       Press Release dated as of    
                                     January 30, 1997 
 
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.  
 
                              Nor'Wester Brewing Company, INC. 
 
 
Date: January 30, 1997        By:/s/ James W. Bernau 
                                     James W. Bernau 
                                     President 
 
EXHIBIT INDEX 
 
 
Exhibit No.    Description                                   Page 
 
 
99.1           Press Release dated as of January 30, 1997 
 
	 
 
          UB GROUP SIGNS DEFINITIVE INVESTMENT AGREEMENT 
                 WITH FIVE U.S. MICROBREWERIES 
U.S. Craft Breweries to be Subsidiaries of New Holding Company; 
           UB to Hold 45% Stake in Consolidated Entity 
 
     Portland, OR  January 30, 1997 -- Nor`Wester Brewing Company 
(Nasdaq: ALES) and Willamette Valley, Inc./Microbreweries Across 
America, a non-listed public holding company comprised of three 
partially-owned public subsidiaries -- Aviator Ales, Inc. of 
Woodinville, WA; Bayhawk Ales, Inc. of Irvine, CA; and Mile High Brewing 
of Denver, CO. -- today announced the signing of a definitive investment 
agreement with United Breweries of America, Inc. ("UBA"), an affiliate 
of The UB Group of Bangalore, India.  Under the terms of the agreement, 
UBA will invest $8.63 million in cash in exchange for a 45%equity 
interest in a new entity comprised of the consolidated businesses of 
Nor`Wester Brewing Company -- including Nor`Wester Brewing of Portland, 
OR and North Country Brewing of Saratoga Springs, NY -- and 
WVI/Microbreweries Across America.  The consolidation is currently 
expected to occur by the end of the second quarter of 1997, pending 
approval of the various companies' shareholders.  The new entity will be 
a holding company for the five craft breweries being consolidated and 
will operate under the new name, United Craft Brewers, Inc..  The 
company will be traded on the Nasdaq National Market System under the 
symbol ALES.  Of the $8.63 million investment by UBA,$2.75 million is in 
the form of bridge loans conditionally available to Nor`Wester during 
the consolidation phase ($1,000,000 has already been loaned).  At 
closing, the $2.75 million in loans and the remaining $5.88 million cash 
investment will be converted into shares of United Craft Brewers.Jim 
Bernau, founder and president of both Nor`Wester Brewing and WVI-
Microbreweries Across America, is transferring to UBA part of his 
existing equity stake in the regional microbreweries.  He will receive 
no cash consideration in this transaction, and as a result of the 
transfer UBA will own 45% of United Craft Brewers, with Bernau owning 
10% of the new company.  The public shareholders of Nor`Wester Brewing 
and WVI-Microbreweries Across America will own the remaining 45% of 
United Craft Brewers.  The terms of UBA's investment as set forth in the 
definitive investment agreement differ from and supersede the terms of a 
Letter of Intent between the parties dated September 18, 1996.  Bernau 
will serve as President of United Craft Brewers and will be a member of 
the Board of Directors.  Vijay Mallya, Chairman of The UB Group, will 
serve as Chairman of the Board of the new company. "The signing of this 
agreement puts our goal of creating a national craft brewing alliance 
one large step closer to realization," said Bernau.  "And because we 
will be benefiting from the experience and resources of The UB Group, I 
firmly believe that the alliance is also a very large step closer to 
success."     Bernau noted that The UB Group and Vijay Mallya have 
pursued an operating philosophy similar to that of the microbreweries in 
the alliance.  "The UB Group is India's largest beer producer, but it is 
comprised of twelve smaller, individual breweries that each pursues a 
craft beer approach to producing lagers and ales," he explained.  "This 
emphasis on smaller scale brewing will be at the heart of United Craft 
Brewers.  We couldn't have found a better partner to join us as we build 
this national alliance of leading microbreweries."  Mallya agreed that 
the investment will significantly strengthen -- and potentially expand  
-- the craft brewing alliance.  "Nor`Wester and the other breweries 
being consolidated in the new company make some of the best ales and 
lagers in America," Mallya said.  "Our goal now is twofold: first, to 
enhance the financial, marketing and operating strength of these 
breweries, and second, to bring other like-minded U.S. craft brewers 
under the UCB umbrella.  In addition, UCB intends to leverage the UB 
Group's strengths to pursue international opportunities for the craft 
beer market.  "By expanding the size of this unique microbrewery 
alliance, we will gain important economies of scale in manufacturing, 
marketing and distribution -- all while maintaining and enhancing the 
unique character and individual excellence that have made craft brewed 
beer increasingly popular in America and elsewhere."  Successful 
consolidation of the regional breweries is a precondition for closing of 
the investment by UBA, as is the achievement of certain operating 
results by the five breweries.  The investment is expected to close 
shortly after the consolidation is completed.The consolidation is 
expected to be accomplished through a series of stock-for-stock mergers 
whereby shareholders of Nor'Wester, WVI/Microbreweries Across America 
and its subsidiaries -- Aviator, Mile High and Bayhawk -- will each 
exchange their respective shares for shares of United Craft Brewers 
according to the following exchange ratios which are based on an average  
closing price of $2.63 for Nor'Wester's common stock for the 20 trading 
days immediately preceding execution of the definitive investment :  
Nor'Wester -- 
1:1; WVI -- 1.99159:1; Aviator -- 2.98739:1; Mile High -- 2.98739:1; and  
Bayhawk -- 1.99159:1.  Following consolidation and UBA's investment, the  
combined entity will have approximately 13 million shares outstanding.  
The Nor`Wester Brewing Company and WVI--Microbreweries Across America 
were founded by Jim Bernau with his first microbrewery, Nor`Wester in 
Portland, Oregon in 1993.  Bernau is also founder and president of 
Willamette Valley Vineyards in Salem, Oregon (Nasdaq: WVVI). The UB 
Group is a global beer and spirits company operating in 20 countries on 
four continents. 
     [Note: this press release contains forward-looking statements that 
are made pursuant to the safe harbor provisions of The Private 
Securities Litigation Reform Act of 1995.  The forward-looking 
statements involve risks and uncertainties that could cause actual 
results to differ materially from the forward-looking statements, 
including, but not limited to, the factors detailed in the Securities 
and Exchange Commission filings of Nor'Wester, Willamette Valley, Inc. 
Microbreweries across America, Aviator Ales, Inc., Mile High Brewing 
Company, Inc. and Bayhawk Ales, Inc.  The forward-looking statements 
should be considered in light of these risks and uncertainties.]