<PAGE>

                                                                 EXHIBIT 3.2

                                        BYLAWS
                                          OF
                               PORTLAND BREWING COMPANY

                                   TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I     SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . .  1
    Section 1.1  ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . .  1
    Section 1.2  SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . .  1
    Section 1.3  NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . .  1
    Section 1.4  WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . .  2
    Section 1.5  VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
    Section 1.6  QUORUM; VOTE REQUIRED . . . . . . . . . . . . . . . . . . .  2
    Section 1.7  ACTION WITHOUT MEETING. . . . . . . . . . . . . . . . . . .  3

ARTICLE 2     BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .  3
    Section 2.1  NUMBER AND ELECTION OF DIRECTORS. . . . . . . . . . . . . .  3
    Section 2.2  VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . .  4
    Section 2.3  ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . .  4
    Section 2.4  REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . .  4
    Section 2.5  SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . .  4
    Section 2.6  TELEPHONIC MEETINGS . . . . . . . . . . . . . . . . . . . .  5
    Section 2.7  WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . .  5
    Section 2.8  QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . .  5
    Section 2.9  VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . .  6
    Section 2.10  ACTION WITHOUT MEETING . . . . . . . . . . . . . . . . . .  6
    Section 2.11  REMOVAL OF DIRECTORS . . . . . . . . . . . . . . . . . . .  6
    Section 2.12  POWERS OF DIRECTORS. . . . . . . . . . . . . . . . . . . .  6
    Section 2.13  COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . .  7
    Section 2.14  CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . .  7

ARTICLE 3     OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
    Section 3.1  COMPOSITION . . . . . . . . . . . . . . . . . . . . . . . .  8
    Section 3.2  PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . .  8
    Section 3.3  VICE PRESIDENT(S) . . . . . . . . . . . . . . . . . . . . .  9
    Section 3.4  SECRETARY . . . . . . . . . . . . . . . . . . . . . . . . .  9
    Section 3.5  TREASURER . . . . . . . . . . . . . . . . . . . . . . . . .  9
    Section 3.6  REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 4     STOCK AND OTHER SECURITIES . . . . . . . . . . . . . . . . . . 10
    Section 4.1  CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . 10
    Section 4.2  TRANSFER AGENT AND REGISTRAR. . . . . . . . . . . . . . . . 10
    Section 4.3  TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . . 10
    Section 4.4  NECESSITY FOR REGISTRATION. . . . . . . . . . . . . . . . . 11
    Section 4.5  FIXING RECORD DATE. . . . . . . . . . . . . . . . . . . . . 11
    Section 4.6  RECORD DATE FOR ADJOURNED MEETING . . . . . . . . . . . . . 11
    Section 4.7  LOST CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 12

<PAGE>


ARTICLE 5     NO CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 6     REIMBURSEMENT OF CERTAIN PAYMENTS. . . . . . . . . . . . . . . 12

ARTICLE 7     FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 8     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 9     CONTROL SHARE ACT. . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 10    INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 11    SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . 14


                                      ARTICLE I

                                SHAREHOLDERS' MEETINGS

     SECTION 1.1  ANNUAL MEETING:  The annual meeting of the shareholders 
shall be held on the last Tuesday in April of every year at the principal 
office of the Company (2730 N.W. 31st Avenue, Portland, Oregon 97210) or at 
such other time, date or place as may be determined by the Board of 
Directors.  At such meeting the shareholders entitled to vote shall elect a 
Board of Directors and transact such other business as may properly come 
before the meeting.

     SECTION 1.2  SPECIAL MEETINGS:  The Company shall hold special
meetings of shareholders at any time on call of the Chief Executive Officer or
the Board of Directors, or on demand in writing by shareholders of record
holding shares with at least 10 percent of the votes entitled to be cast on any
matter proposed to be considered at the special meeting.  Only business within
the purpose(s) described in the notice of special meeting may be conducted at
such special meeting.

     SECTION 1.3  NOTICE:  Written notice stating the place, date and time of 
the meeting, and, in case of a special meeting, the purpose or purposes for 
which the meeting is called, shall be delivered not less than ten nor more 
than sixty days before the date of the meeting, either personally or by mail, 
by or at the direction of the Chief Executive Officer or the Secretary, to 
each shareholder of record entitled to vote at such meeting.  If mailed, the 
notice shall be deemed to be delivered when deposited in the United States 
mail addressed to the shareholder at the shareholder's address as it appears 
on the current shareholder records of the Company, with postage prepaid.

     SECTION 1.4  WAIVER OF NOTICE:  A shareholder may, at any time, waive 
any notice required by these Bylaws, the Articles of Incorporation or the 
Oregon Business Corporation Act.  The waiver must be in writing, be signed by 
the shareholder, and be delivered to the Company for inclusion in the minutes 
and filing in the corporate records.  A shareholder's attendance at a meeting 
waives any objection to (a) lack of notice or defective notice, unless the 
shareholder objects at the beginning of the meeting to holding the meeting or 
transacting business at the meeting, and (b) consideration of any matter at 
the meeting that is not within the purpose or purposes described in the 
notice of a special meeting, unless the shareholder objects to considering 
the matter when it is presented.

     SECTION 1.5  VOTING:  Except as otherwise provided in the Articles of 
Incorporation, each shareholder shall be entitled to one vote, in person or 
by proxy, on each matter voted on at a shareholder's meeting for each share 
of stock entitled to vote outstanding in such shareholder's name on the 
records of the Company.  Shares held by a corporation, a majority of the 
shares entitled to vote for directors of which are held by this Company, may 
not be voted unless such shares are held as trustee or in another fiduciary 
capacity.

     SECTION 1.6  QUORUM; VOTE REQUIRED:  A majority of the shares entitled 
to vote on a matter, represented in person or by proxies, shall constitute a 
quorum with respect to that matter at any meeting of the shareholders.  If a 
quorum is present, action on a matter, other than the election of directors, 
is approved if the votes cast in favor of the action exceed the votes cast in 
opposition, unless the vote of a greater number is required by the Oregon 
Business Corporation Act or the Articles of Incorporation.

<PAGE>

     SECTION 1.7  ACTION WITHOUT MEETING:  Any action required or permitted 
to be taken at a meeting of shareholders may be taken without a meeting if a 
written consent, or consents, describing the action taken is signed by all of 
the shareholders entitled to vote on the action and delivered to the Company 
for inclusion in the minutes and filing with the corporate records.  The 
action is effective when the last shareholder signs the consent, unless the 
consent specifies an earlier or later effective date.  A consent signed under 
this section has the effect of a meeting vote and may be described as such in 
any document.  Unless a record date for determining the shareholders entitled 
to take action without a meeting is otherwise established, the record date 
for that purpose is the date the first shareholder signs the consent.  If the 
Oregon Business Corporation Act requires that notice of a proposed action be 
given to non-voting shareholders and the action is to be taken by unanimous 
consent of the shareholders, at least 10 days written notice of the proposed 
action shall be given to non-voting shareholders before the action is taken.

                                      ARTICLE 2
                                  BOARD OF DIRECTORS

     SECTION 2.1  NUMBER AND ELECTION OF DIRECTORS:  The number of directors 
of the Company shall be at least five (5) and not more than nine (9). The 
number of directors shall be fixed or changed, within the minimum and the 
maximum, from time to time, by the Board of Directors or the shareholders 
pursuant to a resolution adopted at a meeting of the Board of Directors or 
shareholders.  The directors shall hold office until the next annual meeting 
of shareholders, unless the terms are staggered in accordance with the 
Articles of Incorporation, and until their successors shall have been elected 
and qualified, until earlier death, resignation, or removal or until there is 
a decrease in the number of directors.  Directors need not be residents of 
the State of Oregon or shareholders of the Company.  A decrease in the number 
of directors shall not shorten the term of any incumbent director. 

     SECTION 2.2  VACANCIES:  Unless otherwise provided in the Articles of 
Incorporation, any vacancy occurring in the Board of Directors, including a 
vacancy resulting from an increase in the number of directors, may be filled 
by the board of directors or if the remaining directors do not constitute a 
quorum, by the affirmative vote of a majority of the remaining directors.  A 
director elected to fill a vacancy shall be elected for the unexpired term of 
the director's predecessor in office, subject to prior death, resignation or 
removal.

     SECTION 2.3  ANNUAL MEETING:  There shall be an annual meeting of the 
Board of Directors which may be held without notice immediately after the 
adjournment of the annual meeting of the shareholders or at another time 
designated by the Board of Directors upon notice in the same manner as 
provided in Section 2.5.  The annual meeting shall be held at the principal 
office of the Company or at such other place as the Board of Directors may 
designate.

     SECTION 2.4  REGULAR MEETINGS:  The Board of Directors may by resolution 
provide for regular meetings.  Each director then in office shall be provided 
written notice of the scheduled date, hour and place of each regular meeting, 
personally delivered or mailed by United States mail, first class postage 
prepaid, addressed to each director at the director's address appearing on 
records of the Company, not less than ten (10) days prior to the date of the 
first regular meeting held after the adoption or modification of the 
resolution providing for regular meetings.

     SECTION 2.5  SPECIAL MEETINGS:  Special meetings of the Board of 
Directors may be called by the Chief Executive Officer or any member of the 
Board of Directors.  Each director shall be given notice of each special 
meeting which shall be actually delivered, orally or in writing, not less 
than two (2) days prior to the meeting or mailed by deposit in the United 
States mail, first class postage prepaid, addressed to the director at the 
director's address appearing on the records of the Company not less than four 
(4) days prior to the meeting.  Special meetings of the directors may also be 
held at any time when all members of the Board of Directors are present and 
consent to a special meeting.  Special meetings of the directors shall be 
held at the principal office of the Company or at any other place designated 
by a majority of the Board of Directors.

     SECTION 2.6  TELEPHONIC MEETINGS:  The Board of Directors may permit 
directors to participate in a meeting by any means of communication by which 
all of the persons participating in the meeting can hear each other at the 
same time.  Participation in such a meeting shall constitute presence in 
person at the meeting.

     SECTION 2.7  WAIVER OF NOTICE:  A director may, at any time, waive any 
notice required by these Bylaws, the Articles of Incorporation or the Oregon 
Business Corporation Act.  Except as otherwise provided in this Section, the 
waiver must be in writing, be signed by the director, must specify the 
meeting for which notice is waived, and be delivered to the Company for 
inclusion in the minutes and filing in the corporate records.  A director's 
attendance at a meeting waives any required notice, unless the director at 
the beginning of the meeting or promptly upon the director's arrival objects 
to holding the meeting or transacting business at the meeting and does not 
thereafter vote for or assent to any action taken at the meeting.

<PAGE>


     SECTION 2.8  QUORUM:  A majority of the number of directors that has 
been prescribed by Section 2.1 of these Bylaws shall constitute a quorum for 
the transaction of business.

     SECTION 2.9  VOTING:  The act of the majority of the directors present 
at a meeting at which a quorum is present shall be the act of the Board of 
Directors, unless otherwise provided by the Articles of Incorporation or 
these Bylaws.

     SECTION 2.10  ACTION WITHOUT MEETING:  Unless otherwise provided by the 
Articles of Incorporation, any action required or permitted to be taken at a 
board of directors' meeting may be taken without a meeting if a written 
consent, or consents, describing the action taken is signed by each director 
and included in the minutes and filed with the corporate records.  The action 
is effective when the last director signs the consent, unless the consent 
specifies an earlier or later effective date.  A consent signed under this 
section has the effect of a meeting vote and may be described as such in any 
document.

     SECTION 2.11  REMOVAL OF DIRECTORS:  Unless otherwise provided by the 
Articles of Incorporation, the shareholders, at any meeting of the 
shareholders called expressly for that purpose, may remove any director from 
office, with or without cause.

     SECTION 2.12  POWERS OF DIRECTORS:  The Board of Directors shall have 
sole responsibility for the management of the business of the Company.  In 
the management and control of the property, business and affairs of the 
Company, the Board of Directors is vested with all of the powers possessed by 
the Company itself, so far as this delegation of power is not inconsistent 
with the Oregon Business Corporation Act, the Articles of Incorporation, or 
these Bylaws.  The Board of Directors shall have power to determine what 
amount constitutes net earnings of the Company, what amount shall be reserved 
for working capital and for any other purpose, and what amount shall be 
declared as dividends, and such determinations by the Board of Directors 
shall be final and conclusive except as otherwise provided by the Oregon 
Business Corporation Act and the Articles of Incorporation.  The Board of 
Directors shall designate one or more officers of the Company who shall have 
the power to sign all deeds, leases, contracts, mortgages, deeds of trust and 
other instruments and documents executed by and binding upon the Company.  In 
the absence of a designation of any other officer or officers, the Chief 
Executive Officer shall be the officer so designated.

     SECTION 2.13  COMMITTEES:  Unless the Articles of Incorporation 
otherwise provide, a majority of the Board of Directors may designate from 
among its members an Executive Committee or other committees of two or more 
members each.  Each committee shall have such powers and shall perform such 
duties as may be delegated and assigned to the committee by the Board of 
Directors; however, a committee may not take any action which the Oregon 
Business Corporation Act prohibits be taken by a committee. The provisions of 
Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 2.10 of the Bylaws shall also 
apply to all committees.  Each committee shall keep written records of its 
activities and proceedings.  All actions by committees shall be reported to 
the Board of Directors at the next meeting following the action and the Board 
of Directors may ratify or may revise or alter such action, provided that no 
rights or acts of third parties shall be affected by any such revision or 
alteration.

     SECTION 2.14  CHAIRMAN OF THE BOARD:  The Board of Directors may 
designate one of its members Chairman of the Board of Directors.  In the 
absence of a designation of another member of the Board of Directors, the 
Chief Executive Officer shall also be the Chairman of the Board of Directors 
if the Chief Executive Officer is a member of the Board of Directors.  The 
Chairman shall advise and consult with the Board of Directors and the 
officers of the Company as to the determination of policies of the Company, 
shall preside at all meetings of the Board of Directors and of the 
shareholders, and shall perform such other functions and responsibilities as 
the Board of Directors shall designate from time to time.

<PAGE>

                                      ARTICLE 3
                                      OFFICERS

     SECTION 3.1  COMPOSITION:  The officers of this Company shall consist
of a President and Chief Executive Officer, one or more Vice Presidents, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors at the annual meeting of the Board of Directors.  Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by or in the manner directed by the Board of Directors, and any
vacancies occurring in any office of this Company may be filled by election or
appointment by the Board of Directors at any regular meeting or any special
meeting called for that purpose; provided, however, the President and Chief
Executive Officer shall have the powers of appointment and removal set forth
herein.  All officers shall hold their office until the next annual meeting of
the Board of Directors and until their successors are elected and qualified,
subject to prior death, resignation or removal.  The salaries of all officers
shall be fixed by the Board of Directors or by a committee of the Board of
Directors.

         SECTION 3.2  PRESIDENT:  The President and Chief Executive Officer
shall preside at meetings of the Board of Directors and of the shareholders. 
The President and Chief Executive Officer shall be responsible for implementing
the policies and goals of the Company as stated by the Board of Directors; shall
have general supervision and management over the officers, property, business
and affairs of the Company; shall have authority to hire and fire personnel and
take such other actions as are necessary and appropriate to implement the
policies, goals and directions of the Board of Directors; shall have all
authority customary to such office; and shall perform such other duties as may
be prescribed by the Board of Directors.

         SECTION 3.3  VICE PRESIDENT(S):  The Vice President(s) shall perform
such duties as may be prescribed by the President and Chief Executive Officer,
and such other duties as may be prescribed by the Board of Directors.  The
President and Chief Executive Officer may, from time to time, appoint from among
the Vice Presidents of the Company, an Executive Vice President, who shall hold
both the office of Executive Vice President and Vice President.  In the absence
or disability of the President, the Executive Vice President, if one is then
serving, or if one is not then serving, then the Vice Presidents, in the order
of their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform the duties and
exercise the powers of the President and Chief Executive Officer.

         SECTION 3.4  SECRETARY:  The Secretary shall record, keep and be
custodian of the minutes and records of all the meetings of the shareholders and
directors and other official records of the Company.  The Secretary shall give
notice of meetings to the shareholders and directors and shall perform such
other duties as may be prescribed by the Board of Directors.

         SECTION 3.5  TREASURER:  It shall be the duty of the Treasurer to
receive all moneys and funds of the Company and to deposit the same in the name
and to the account of the Company in the bank or banks designated by the Board
of Directors.  The Treasurer shall keep accurate books of account and shall make
reports of financial transactions of the Company to the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors. 
If the Board of Directors elects a Vice-President-Finance, the duties of the
office of Treasurer may rest in that officer and in that event, the Board of
Directors need not appoint a Treasurer.  The Treasurer shall perform such other
duties as may be prescribed by the Board of Directors.

         SECTION 3.6  REMOVAL:  The directors, at any regular meeting or any
special meeting called for that purpose, may remove any officer from office with
or without cause.  The President and Chief Executive Officer may remove any
other officer at any time with or without cause.  No removal shall impair the
contract rights, if any, of the officer removed or of this Company or of any
other person or entity.

                                      ARTICLE 4
                              STOCK AND OTHER SECURITIES

     SECTION 4.1  CERTIFICATES:  All stock and other securities of this 
Company shall be represented by certificates which shall be signed by the 
Chief Executive Officer and the Secretary or an Assistant Secretary of the 
Company.

     SECTION 4.2  TRANSFER AGENT AND REGISTRAR:  The Board of Directors may 
from time to time appoint one or more Transfer Agents and one or more 
Registrars for the stock and other securities of the Company.  The signatures 
of the Chief Executive Officer and the Secretary or an Assistant Secretary 
upon a certificate may be facsimiles if the certificate is manually signed by 
a Transfer Agent, or registered by a Registrar, and the Transfer Agent or 
Registrar is neither the Company itself nor an employee of the Company.

<PAGE>

     SECTION 4.3  TRANSFER:  Title to a certificate and to the interest in 
this Company represented by that certificate can be transferred only (a) by 
delivery of the certificate endorsed by the person appearing by the 
certificate to be the owner of the interest represented thereby either in 
blank or to a specified person, or (b) by delivery of the certificate and a 
separate document containing a written assignment of the certificate or a 
power of attorney to sell, assign or transfer the same, signed by the person 
appearing by the certificate to be the owner of the interest represented 
thereby either in blank or to a specified person.

     SECTION 4.4  NECESSITY FOR REGISTRATION:  Prior to presentment for 
registration upon the transfer books of the Company of a transfer of stock or 
other securities of this Company, the Company or its agent for purposes of 
registering transfers of its securities may treat the registered owner of the 
security as the person exclusively entitled to vote; to receive any notices; 
to receive payment of any interest on a security, or of any ordinary, 
extraordinary, partial liquidating, final liquidating, or other dividend, or 
of any other distribution, whether paid in cash or in securities or in any 
other form; and otherwise to exercise or enjoy any or all of the rights and 
powers of an owner.

     SECTION 4.5  FIXING RECORD DATE:  The Board of Directors may fix in 
advance a date as record date for the purpose of determining the registered 
owners of stock or other securities entitled to notice of or to vote at any 
meeting of the shareholders or any adjournment thereof; to receive payment of 
any interest on a security, or of any ordinary, extraordinary, partial 
liquidating, final liquidating, or other dividend, or of any other 
distribution, whether paid in cash or in securities or in any other form; to 
otherwise exercise or enjoy any or all of the rights and powers of an owner, 
or in order to make a determination of registered owners for any other proper 
purpose.  The record date shall be not more than 70 days and, in case of a 
meeting of shareholders, not less than 10 days prior to the date on which the 
particular action which requires such determination of registered owners is 
to be taken.

     SECTION 4.6  RECORD DATE FOR ADJOURNED MEETING:  A determination of 
shareholders entitled to notice of or to vote at a shareholders' meeting is 
effective for any adjournment of the meeting unless the Board of Directors 
fixes a new record date.  A new record date must be fixed if a shareholders' 
meeting is adjourned to a date more than 120 days after the date fixed for 
the original meeting.

     SECTION 4.7  LOST CERTIFICATES:  In case of the loss or destruction of a 
certificate of stock or other security of this Company, a duplicate 
certificate may be issued in its place upon such conditions as the Board of 
Directors shall prescribe.


<PAGE>

                                      ARTICLE 5
                                  NO CORPORATE SEAL

     The Company will not have a corporate seal.

                                      ARTICLE 6
                           REIMBURSEMENT OF CERTAIN PAYMENTS

     Any payments made to an officer or director of this Company, including 
payments made as salary, commission, bonus, interest, rent or for expenses 
incurred for travel or entertainment by that person, which are subsequently 
determined by the Board of Directors to have not been necessary to further 
the interests of the Company or paid under fraudulent circumstances shall be 
reimbursed by such officer or director to this Company. In making any such 
determination, the Board of Directors may consider the tax deductibility of 
the subject payment.  It shall be the duty of the Board of Directors to 
enforce collection from the officer or director of each amount disallowed.  
If the Board of Directors shall determine it necessary or desirable, amounts 
may be withheld from the future compensation payments of an officer or 
director sufficient to equal the amount of any of such amounts.

                                      ARTICLE 7
                                     FISCAL YEAR

     The Fiscal Year of the Company shall be from January 1 to December 31.

                                      ARTICLE 8
                                      AMENDMENTS

     Unless otherwise provided in the Articles of Incorporation, the Bylaws 
of this Company may be amended, repealed or replaced by the directors, 
subject to amendment, repeal or replacement by action of the shareholders, at 
any regular meeting or at any special meeting called for that purpose, 
provided notice of the proposed change is given in the notice of the meeting 
or notice thereof is waived in writing.  Provided, Article 9 of the Bylaws, 
related to Control Share Acquisitions, may only be amended by compliance with 
the foregoing and also compliance with the statutory procedures regarding 
shareholder approval.

                                      ARTICLE 9
                                  CONTROL SHARE ACT

     The provisions of ORS 60.801 to 60.816, pertaining to control share
acquisitions, shall not apply to acquisitions of the Company's voting shares.

                                      ARTICLE 10                              
      INDEMNIFICATION

     The Company shall indemnify its directors, officers, agents and 
employees for liability and related expenses to the full extent permitted by 
the Oregon Business Corporation Act, as the same presently exists or is 
hereafter amended from time to time.  This Article shall not be deemed 
exclusive of any other indemnification rights to which directors, officers, 
employees or agents may be entitled.  It is the intention of this Article to 
require indemnification in cases where the Oregon Business Corporation Act, 
as presently written or as hereafter amended, authorizes such indemnification 
but does not expressly require nor prohibit such indemnification.

                                      ARTICLE 11
                                     SEVERABILITY

     If any provision of these Bylaws is found, in any action, suit or 
proceeding, to be invalid or ineffective, the validity and the effect of the 
remaining provisions shall not be affected.

     Adopted February 10, 1996.


                                        BYLAWS

                                          OF

                               PORTLAND BREWING COMPANY

                          AS ADOPTED FEBRUARY 10, 1994 AND 
                          INCORPORATING AMENDMENTS ADOPTED:
                                   AUGUST 29, 1994
                                  DECEMBER 13, 1994
                                    JULY 11, 1995
                                  DECEMBER 18, 1995
                                    MARCH 6, 1996

                  APPROVED BY THE BOARD OF DIRECTORS AUGUST 6, 1996