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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-K/A
                            ------------------------
 
(MARK ONE)
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)
 
                      FOR THE YEAR ENDED DECEMBER 31, 1996
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
 
       FOR THE TRANSITION PERIOD FROM                TO                .
 
                         COMMISSION FILE NUMBER 0-27116
 
                            ------------------------
 
                             PYRAMID BREWERIES INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
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<S>                                           <C>
                  WASHINGTON                                    91-1258355
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
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                           91 SO. ROYAL BROUGHAM WAY,
                               SEATTLE, WA 98134
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 682-8322
 
       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
 
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     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.  Yes [X]  No [ ].
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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.  [X]
 
     The aggregate market value of the voting stock held by non-affiliates of
the registrant at February 28, 1997, was $19,394,000.
 
     The number of shares outstanding of the registrant's common stock as of
February 28, 1997, was 8,204,656.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 22, 1997 are incorporated by reference into Part
III of this Form 10-K.
 
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                                 EXHIBIT INDEX
 
     The following exhibits are filed as part of this Annual Report on Form 10-K
or are incorporated herein by reference. Where an exhibit is incorporated by
reference, the number which follows the description of the exhibit indicates the
document to which cross reference is made. See the end of this exhibit index for
a listing of cross-referenced documents.
 
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        EXHIBIT
          NO.                                      DESCRIPTION
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        <S>          <C>
         3.1(1)      Amended and Restated Articles of Incorporation of Registrant
         3.2(1)      Form of Amended and Restated Bylaws of Registrant
         4.1(1)      Form of Common Stock Certificate
        10.1(1)      Loan Agreement between First Interstate Bank of Washington, N.A. and the
                     Registrant
        10.2(1)      Lease Agreement between the Port of Kalama and the Registrant entered
                     into on May 1, 1990
        10.3(1)      First Amendment to the May 1, 1990 Lease between the Port of Kalama and
                     the Registrant entered into on September 14, 1994
        10.4(1)      Second Amendment to the May 1, 1990 Lease between the Port of Kalama and
                     the Registrant entered into on April 22, 1995
        10.5(1)      Lease between Harold W. Hill and the Registrant dated April 13, 1994
        10.6(1)      Addendum of Lease between Harold W. Hill and the Registrant dated
                     November 28, 1994
        10.7(1)      Second Addendum of Lease between 1201 Building L.L.C. and the Registrant
                     dated June 26, 1995
        10.8(1)      Distribution Agreement between the Registrant and Western Washington
                     Beverage dated August 24, 1995
        10.9(1)      Registrant's 1995 Employee Stock Option Plan
        10.10(1)     Registrant Non-Employee Director Stock Option Plan
        10.11(1)     Form of Non-Qualified Stock Option Agreement
        10.12(1)     Employment Agreement between the Registrant and George Hancock
        10.13(1)     Employment Agreement between the Registrant and Don Burdick
        10.14(1)     Employment Agreement between the Registrant and Derrick Chasan
        10.15(1)     Employment Agreement between the Registrant and Jack Schaller
        10.16(1)     Employment Agreement between the Registrant and Brian Larson
        10.19(1)     Agreement between the Registrant and Capstan Corporation
        10.20(1)     Amendment to Agreement between the Registrant and Capstan Corporation
        10.21(1)     Commercial Lease between Esther Podlesak, Trustee of the John A. and
                     Esther Podlesak 1990 Family Trust and Pyramid Breweries California, Inc.
                     dated November 1, 1995
        10.22(1)     Assignment, Assumption and Consent Agreement between Esther Podlesak,
                     Trustee of the John A. and Esther Podlesak 1990 Family Trust, Pyramid
                     Breweries California, Inc. and Pyramid Breweries Inc. dated November 17,
                     1995
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<CAPTION>
        EXHIBIT
          NO.                                      DESCRIPTION
        --------     ------------------------------------------------------------------------
        <S>          <C>
        10.23(1)     Form of Stockholder Note dated December 1, 1995 between the Company and
                     Messrs. Hancock/Bryce/Stoddard/John Morse/Peter Morse
        11.1         Computation of Per Share Earnings
        23.1         Consent of Independent Public Accountants in connection with
                     Registration Statement No. 333-16311
        27           Financial Data Schedules
                    
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(1) Incorporated by reference to the exhibits filed as part of the Registration
    Statement on Form S-1 of Pyramid Breweries Inc. (File No. 33-97834).