UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                Amendment No. 1
                                       to

                                   FORM 10-QSB
    

[X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997.

                                       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: 0-27800

                              Frederick Brewing Co.
         ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                        Maryland                                52-1769647
                        --------                                ----------
    (State or other jurisdiction of incorporation             (I.R.S. Employer
                   or organization)                          Identification No.)

    4607 Wedgewood Boulevard, Frederick, Maryland                   21703
    ---------------------------------------------                   -----
       (Address of principal executive offices)                   (Zip Code)


                                 (301) 694-7899
-------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
                    (Former name, former address and former
                   fiscal year, if changed since last report)


Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exhcange 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.                              [ X ]Yes   [ ]No


       Common Stock, $0.00004 Par Value                    1,954,876
       --------------------------------                    ---------
            (Title of Each Class)                (Number of Shares Outstanding
                                                        as of May 13, 1997)


Transitional Small Business Disclosure Format (Check one):
Yes [ ]   No [ X ]

 <PAGE>

   
 Item 6. Exhibits and Reports on 8-K
--------------------------------------------------------------------------------
        (a)     Exhibits Filed:

                Index to Exhibits
--------------------------------------------------------------------------------
           (I.)    Report filed on Form 8-K, March 31, 1997 /1/
           (II.)   Registration Statement filed on Form S-3, April 24, 1997 /2/
           (III.)  Press release, May 12, 1997

    10             Material Contracts
           (I.)            Corporate Relations Group, Inc. 
           (II.)           Arrow Marketing Inc. 
           (III.)          Gulf Atlantic Publishing Inc.

    27             Financial Data Schedule

    99             Safe Harbor Under the Private Securities Litigation 
                    Reform Act of 1995 /3/

1 Incorporated by reference from Form 8-K filed with the SEC on March 31, 1997.

2 Incorporated by reference from Form S-3 filed with the SEC on April 24, 1997.

3 Incorporated by reference from Form 8-K filed with the SEC on February 27,
  1997.
                                          

                                      
<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       Frederick Brewing Co.


        Date    May, 1997             /s/  Kevin E. Brannon
                ------------          ------------------------------------------
                                      Kevin E. Brannon
                                      Chairman of the Board and
                                      Chief Executive Officer


        Date    May, 1997             /s/ Craig J. O'Connor
                ------------          ------------------------------------------
                                      Craig J. O'Connor
                                      Vice President - Finance & Administration




<PAGE>

                                  PRESS RELEASE


Frederick Brewing Co.
4607 Wedgewood Blvd.
Frederick, MD 21703


                           Frederick Brewing Co. Hires
                         Corporate Relations Group, Inc.

For Immediate Release
Monday, May 12, 1997

Frederick, MD---Frederick Brewing Co. (Nasdaq: BLUE), a U.S. craft brewery that
kegs and bottles quality ales, porters, stouts and lagers, announced today that
it has retained the services of Corporate Relations Group, Inc. (CRG) to handle
its investor and broker relations.

Frederick Brewing Co. was founded in 1992 and is one of the fastest growing
craft breweries in the United States. Annual sales for BLUE multiplied nearly 20
times from 660 barrels in 1993 to nearly 11,000 in 1996. In February 1997 BLUE
opened a new multi-million dollar, 57,000 square foot Frederick, MD brewery.
From it newly built brewery, BLUE kegs and bottles 11 styles of distinctive,
international award winning, supreme quality ales, porters, stouts and lagers
under its Blue Ridge and Hempen Ale brand names for some 25 independent
wholesale distributors.

Corporate Relations Group, Inc., a subsidiary of Stratcomm Media Ltd., is an
award-winning direct response advertising and marketing agency specializing in
investor/broker relations. For more information, contract Chris Zafiroff with
corporate Relations Group, Inc. at 800-444-4980 or Kevin E. Brannon with
Frederick Brewing Co. at 301-694-7899.