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                       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


         Date of Report (Date of Earliest Event Reported) June 15, 1999




                             PYRAMID BREWERIES, INC.
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             (Exact name of registrant as specified in its charter)



           Washington                     0-27116               91-1258355
--------------------------------      ----------------      -------------------
(State or other jurisdiction of      (Commission File       (I.R.S. Employer
        incorporation)                      No.)            Identification No.)



               91 S. Royal Brougham Way, Seattle, Washington 98134
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              (Address of principal executive offices and zip code)


Registrant's telephone number, including area code: (206) 682-8322
                                                    --------------

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Item 5.  Other Events.

        On June 15, 1999 Pyramid Breweries, Inc. (the "Corporation") issued a
press release relating to the adoption by the Board of Directors of the
Corporation (the "Board") of a Stockholder Rights Plan. The June 15, 1999 press
release of the Corporation is attached hereto as Exhibit 99.1 and incorporated
by reference herein.

        In addition, the Board has declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock, par value $.01 per share (the "Common Stock"), of the Corporation. The
dividend is payable to the stockholders of record on June 28, 1999 (the "Record
Date") with respect to shares of Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to shares of Common Stock issued after the Distribution Date. Except as set
forth below, each Right, when it becomes exercisable, entitles the registered
holder to purchase from the Corporation one one-thousandth (1/1000th) of a share
of Series RP Preferred Stock of the Corporation, $.01 par value per share (the
"Preferred Stock"), at a price of $12.00 per one one-thousandth (1/1000th) of a
share of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Corporation and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (the "Rights Agent"), dated as of June 14,
1999.

        Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate certificates
representing the Rights ("Right Certificates") will be distributed. The Rights
will separate from the Common Stock upon the earlier to occur of (i) a person or
group of affiliated or associated persons having acquired, without the prior
approval of the Board, beneficial ownership of securities which represent 20% or
more of the voting power (the "Voting Power") of the then outstanding voting
securities of the Corporation (except pursuant to a Permitted Offer, as
hereinafter defined) or (ii) 10 days (or such later date as the Board may
determine) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in
a person or group of affiliated or associated persons becoming an Acquiring
Person (as hereinafter defined) (the "Distribution Date"). A person or group
whose acquisitions of shares of Common Stock cause a Distribution Date pursuant
to clause (i) above is an "Acquiring Person," with certain exceptions as set
forth in the Rights Agreement. The date that a person or group is first publicly
announced to have become such by the Corporation or such Acquiring Person is the
"Shares Acquisition Date." If any security holder provides evidence satisfactory
to the Board of beneficial ownership of shares of Common Stock representing 20%
or more of the Voting Power as of immediately prior to the first public
announcement of the execution of the Rights Agreement, then such security holder
will not be deemed an Acquiring Person with respect to such securities.

        The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the associated shares of Common
Stock. Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued



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after the Record Date upon transfer or new issuance of shares of Common Stock
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without attaching thereto such notation
or a copy of the Summary of Rights attached to the Rights Agreement as Exhibit
C, will also constitute the transfer of the Rights associated with the shares of
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, Right Certificates will be mailed to the holders of
record of shares of the Common Stock as of the Close of Business (as defined in
the Rights Agreement) on the Distribution Date (and to each initial record
holder of certain shares of Common Stock issued after the Distribution Date),
and such separate Right Certificates alone will evidence the Rights.

        The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 28, 2009, unless earlier redeemed by the
Corporation as described below.

        In the event that any person becomes an Acquiring Person (except
pursuant to a tender or exchange offer which is for all outstanding shares of
Common Stock at a price and on terms which a majority of certain members of the
Board determines to be adequate and in the best interests of the Corporation,
its stockholders and other relevant constituencies, other than such Acquiring
Person, its affiliates and associates (a "Permitted Offer")), each holder of a
Right will thereafter have the right (the "Flip-In Right") to receive upon
exercise the number of shares of Common Stock (or, in certain circumstances, of
one one-thousandths (1/1000ths) of a share of Preferred Stock or other
securities of the Corporation) having a value (immediately prior to such
triggering event) equal to two times the then-applicable Purchase Price of the
Right. Notwithstanding the foregoing, following the occurrence of the event
described above, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person or any
affiliate or associate thereof will be null and void. The Board has the option,
at any time after any person becomes an Acquiring Person, to exchange all or
part of the then-exercisable Rights (excluding those that have become void, as
described in the immediately preceding sentence) for shares of Common Stock, at
an exchange ratio determined by dividing the then-applicable Purchase Price by
the then-current market price per share of Common Stock as determined in
accordance with the Rights Agreement. However, this option generally terminates
if any person becomes the beneficial owner of 50% or more of the Voting Power.

        In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding shares of Common
Stock immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, or (ii) more than
50% of the Corporation's assets or earning power is sold or transferred, in
either case with or to (x) an Acquiring Person or any affiliate or associate
thereof or (y) any other person in which such Acquiring Person, affiliate or
associate has an interest or any person acting on behalf of or in concert with
such Acquiring Person, affiliate or associate, or (z) if, in such transaction,
all holders of shares of Common Stock are not treated alike, any other person,
then each holder of a



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Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right (the "Flip-Over Right") to receive, upon exercise,
common shares of the acquiring company (or, in certain circumstances, its
parent) having a value equal to two times the exercise price of the Right. The
holder of a Right will continue to have the Flip-Over Right whether or not such
holder exercises or surrenders the Flip-In Right.

        The Purchase Price payable, and the number of shares of Preferred Stock,
shares of Common Stock or other securities issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred
Stock of certain rights or warrants to subscribe for or purchase shares of
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then current market price of the Preferred
Stock or (iii) upon the distribution to holders of shares of the Preferred Stock
of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).

        The number of outstanding Rights and the number of one one-thousandths
(1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the Common Stock
or a stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

        With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.

        At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, and under certain other
circumstances, the Corporation may redeem the Rights in whole, but not in part,
at a price (payable in cash or, at the Corporation's election, in Common Stock)
of $.001 per Right (the "Redemption Price"), which redemption shall be effective
upon the action of the Board. Additionally, following the Shares Acquisition
Date, the Corporation may redeem the then outstanding Rights in whole, but not
in part, at the Redemption Price, provided that such redemption is in connection
with a merger or other business combination transaction or series of
transactions involving the Corporation in which all holders of shares of Common
Stock are treated alike but not involving an Acquiring Person or its affiliates
or associates.

        Other than those provisions relating to the rights, duties and
obligations of the Rights Agent, all of the provisions of the Rights Agreement
may be amended by the Board prior to the Distribution Date, except that the
affirmative vote of the holders of a majority of the then outstanding Rights
(excluding Rights which have become void in accordance with the Rights
Agreement) will be required (i) to increase the Purchase Price, to reduce the
price at which the Rights may be redeemed and/or to amend, in a manner adverse
to the interests of the holders of Rights, the exchange ratio of rights for
shares of Common Stock and (ii) following a Distribution



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Date, to supplement or amend any provision of the Rights Agreement or the Rights
in any other respect.

        Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders of the Corporation, stockholders may, depending
upon the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.

        This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.

        As of June 14, 1999, there were 8,224,352 shares of Common Stock
outstanding. Each share of Common Stock outstanding on the Record Date will
receive one Right. As long as the Rights are attached to the shares of Common
Stock, the Corporation will issue one Right with each new share of Common Stock
so that all such shares will have attached rights.

        The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. However, the Rights should not
interfere with any tender offer or merger approved by the Corporation (other
than with an Acquiring Person) because the Rights do not become exercisable in
the event of a Permitted Offer or other acquisition exempted by the Board.

        Attached hereto as Exhibit 4.1 and incorporated herein by reference are
copies of the Rights Agreement and the exhibits thereto, as follows: Exhibit A
-- Form of Certificate of Designation, Preferences and Rights of Series RP
Preferred Stock of Pyramid Breweries, Inc.; Exhibit B -- Form of Right
Certificate; and Exhibit C -- Summary of Rights to Purchase Series RP Preferred
Stock. The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement and such exhibits thereto.

Item 7.  Exhibits.

<TABLE>
<S>            <C>
        4.1    Rights Agreement, dated as of June 14, 1999, between Pyramid
               Breweries, Inc. and ChaseMellon Shareholder Services L.L.C. as
               Rights Agent, which includes: as Exhibit A thereto, the Form of
               Certificate of Designation, Preferences and Rights of Series RP
               Preferred Stock of Pyramid Breweries, Inc.; Exhibit B thereto,
               the Form of Right Certificate; and, as Exhibit C thereto, the
               Summary of Rights to Purchase Series RP Preferred Stock.

        99.1   Press Release issued by the Corporation on June 15, 1999.
</TABLE>




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                                    SIGNATURE


        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, thereto duly authorized.


                                       PYRAMID BREWERIES, INC.



                                       By: /s/  RICHARD DENMARK
                                           ------------------------------------

                                           Name:  Richard  Denmark
                                                 ------------------------------

                                           Title:  CFO
                                                  -----------------------------


        Date: June 15, 1999









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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit   Description
-------   -----------
<S>       <C>
   4.1    Rights Agreement, dated as of June 14, 1999, between Pyramid
          Breweries, Inc. and ChaseMellon Shareholder Services L.L.C. as Rights
          Agent, which includes: as Exhibit A thereto, the Form of Certificate
          of Designation, Preferences and Rights of Series RP Preferred Stock of
          Pyramid Breweries, Inc.; Exhibit B thereto, the Form of Right
          Certificate; and, as Exhibit C thereto, the Summary of Rights to
          Purchase Series RP Preferred Stock.

  99.1    Press Release issued by the Corporation on June 15, 1999.
</TABLE>