============================================================ 
              SECURITIES AND EXCHANGE COMMISSION 
                    Washington, D.C. 20549 
 
                   _________________________ 
 
                         FORM 10-QSB 
                   _________________________ 
 
 Quarterly Report Pursuant to Section 13 or 15 (d) of the 
                Securities Exchange Act of 1934 
 
              For the Quarter Ended June 30, 1997 
 
               Commission File Number  33-95606 
 
                 MILE HIGH BREWING COMPANY, INC. 
 
        (Exact name of registrant as specified in charter) 
 
        Delaware                         93-1145738 
 (State or other jurisdiction of     (I.R.S. Employer 
 incorporation or organization)    Identification Number) 
 
                 _______________________________ 
 
                      2401 Blake Street 
                    Denver, Colorado  80205 
                         (303) 299-0147 
 
      (Address, including Zip code, and telephone number, 
    including area code, of registrant's principal executive 
                              offices) 
 
____________________________________________________________ 
 
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.       
                                 [ X] YES         [  ] NO 
 
Transitional Small Business Disclosure Format        
                                 [  ] YES         [X] NO 
 
      Number of shares of common stock outstanding as of  
                        June 30, 1997: 
 
                4,693,787 shares, $.001 par value 
============================================================ 
                    Mile High Brewing Company. 
 
 
                       INDEX TO FORM 10-QSB 
 
============================================================ 
Part I - FINANCIAL INFORMATION 
 
The information included herein is unaudited.  However, such  
information reflects all adjustments (consisting solely of  
normal, recurring adjustments) which are, in the opinion of  
the Company's management, necessary for a fair presentation  
of the results of operations for the interim periods.  The  
interim financial information and notes thereto should be  
read in conjunction with the Company's latest annual report  
on Form 10-KSB/A.  The results of operations for the six  
months ended June 30, 1997 are not necessarily indicative of  
results to be expected for the entire year. 
 
 
Item 1 -- Financial Statements 
 
Balance Sheet - June 30, 1997 and December 31, 1996. . .  
 
Statement of Operations - Three Months Ended and Six  
Months Ended June 30, 1997 and 1996 . . . . . .  . . . .  
 
Statement of Cash Flows - Three Months Ended and Six  
Months Ended June 30, 1997 and 1996 . . . .. . . . . . .  
 
 
Notes to Financial Statements. . . . . . . . . .. . . . . 
 
Item 2 -- Management's Discussion and Analysis of  
   Financial Condition and Results of Operations . .  . . 
 
Part II - OTHER INFORMATION 
 
Item 6 -- Exhibits and Reports on Form 8-K . . . . . . . . 
 
Signatures . . . . . . . . . . . . . . . . . . . . . . . . 
 
 
 
Item 1 -- Financial Statements 
 
 
 
<TABLE> 
                             MILE HIGH BREWING COMPANY 
                           (A Development Stage Company) 
 
                                    Balance Sheet 
 
<CAPTION> 
                                              June 30, 
                                                1997            December 31, 
ASSETS                                       (unaudited)            1996 
                                            ------------        ------------ 
<C>                                         <C>                 <C> 
Current assets: 
     Cash and cash equivalents              $       -           $    30,320  
     Accounts receivable                         33,539              85,200  
     Other current assets, net                    4,814               8,170  
                                            ------------        ------------ 
     Total current assets                        38,353             123,690  
 
Property and equipment, net                   1,939,838           2,000,000  
Other non-current assets, net                     8,169                 -    
                                            ------------        ------------ 
Total assets                                $ 1,986,360         $ 2,123,690  
                                            ============        ============ 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY 
 
Current liabilities: 
     Current portion of capital lease  
        obligation                               39,246              69,270  
     Accounts payable                           842,939             816,664  
     Container Deposits                           5,445                 -    
     Reserve for impairment loss                    -                50,000  
     Other accrued liabilities                   51,729              15,633  
     Payables to parent and affiliated  
        companies, net                        1,950,450           1,834,547  
                                            ------------        ------------ 
     Total current liabilities                2,889,809           2,786,114  
 
Long-term debt and capital lease                241,224             241,224  
                                            ------------        ------------ 
     Total liabilities                        3,131,033           3,027,338  
 
 
Commitments 
 
Shareholders' equity: 
     Common stock, $.001 par value -  
        10,000,000 shares authorized,  
        4,693,787 and 4,690,167 shares  
        outstanding                               4,694               4,694  
     Additional paid-in capital               2,252,274           2,252,274  
Deficit accumulated during the  
     development stage                       (3,401,641)         (3,160,616) 
                                            ------------        ------------ 
Total shareholders' equity                   (1,144,673)           (903,648) 
                                            ------------        ------------ 
 
Total liabilities and shareholders' equity  $ 1,986,360         $ 2,123,690  
                                            ============        ============ 
</TABLE> 
 
 
 
<TABLE> 
                           MILE HIGH BREWING COMPANY 
                         (A Development Stage Company) 
 
                             Statement of Operations 
                                    (unaudited) 
 
<CAPTION> 
                          Three Months Ended June 30,      Six Months Ended June 30, 
                               1997          1996             1997          1996 
                           ------------  ------------     ------------  ------------ 
<S>                        <C>           <C>              <C>           <C> 
Gross sales                     30,064       462,537           46,834       567,151  
Less: excise taxes               5,380        45,150            5,380        49,556  
                           ------------  ------------     ------------  ------------ 
Net sales                       24,684       417,387           41,454       517,595  
 
Cost of sales                   78,682       513,881          113,432       687,550  
                           ------------  ------------     ------------  ------------ 
 
Gross profit (deficit)         (53,998)      (96,494)         (71,978)     (169,955) 
 
Selling, general and 
   administrative expenses      28,723       164,738          166,265       324,809  
                           ------------  ------------     ------------  ------------ 
 
Loss from operations           (82,721)     (261,232)        (238,243)     (494,764) 
 
 
Other income (expense) 
     Interest income (expense)    (907)          441          (12,518)        3,378  
     Other income (expense)       (187)      (13,700)           9,736       (17,412) 
                           ------------  ------------     ------------  ------------ 
                                (1,094)      (13,259)          (2,782)      (14,034) 
 
Net loss                   $   (83,815)  $  (274,491)     $  (241,025)  $  (508,798) 
                           ============  ============     ============  ============ 
 
Net loss per common share  $     (0.02)  $     (0.06)     $     (0.05)  $     (0.11) 
                           ============  ============     ============  ============ 
 
Weighted average number of 
common shares outstanding    4,693,594     4,691,860        4,693,710     4,691,013  
                           ============  ============     ============  ============ 
</TABLE> 
 
 
 
<TABLE> 
                              MILE HIGH BREWING COMPANY 
                            (A Development Stage Company) 
 
                               Statement of Cash Flows 
                                     (Unaudited) 
 
 
<CAPTION> 
                                                Six Months Ended June 30, 
                                                1997                1996 
                                            ------------        ------------ 
<S>                                         <C>                 <C> 
Cash flows from operating activities: 
     Net loss                               $  (241,025)        $  (508,708) 
     Reconciliation of net loss to net cash 
        used for operating activities: 
        Depreciation and amortization            66,666              85,215  
        Increase in deferred rent                   -                 7,024  
        Changes in assets and liabilities: 
           Accounts receivable                   51,661            (121,006) 
           Inventories                              -              (226,329) 
           Other current assets                   3,356               8,945  
           Other non-current assets              (8,169)             (7,171) 
           Accounts payable                      26,275             248,852  
           Container deposits                     5,445                 -    
           Accrued liabilities                  (13,904)            175,534  
                                            ------------        ------------ 
 
     Net cash used for operating activities    (109,695)           (337,644) 
 
 
Cash flows from investing activities: 
     Purchases of property and equipment         (6,504)           (217,176) 
     Sale of asset                                 -                 25,000  
                                            ------------        ------------ 
     Net cash provided (used) for  
       investing activities                      (6,504)           (192,176) 
 
 
Cash flows from financing activities: 
     Advances from affiliated companies, net    115,903            (205,308) 
     Deferred stock offering costs                  -              (129,928) 
     Principal payments on capital lease        (30,024)            (31,676) 
                                            ------------        ------------ 
 
Net cash (used for) provided by financing 
    activities                                   85,879            (366,912) 
                                            ------------        ------------ 
 
Net decrease in cash and cash equivalents       (30,320)           (896,732) 
 
Cash and cash equivalents: 
     Beginning of period                         30,320             379,691  
                                            ------------        ------------ 
 
     End of period                          $       -           $  (517,041) 
                                            ============        ============ 
</TABLE> 
 
 
 
BASIS OF PRESENTATION 
 
The Company's financial statements enclosed herein are unaudited and, 
because of the seasonal nature of the business and the varying schedule 
of its special sales efforts, these results are not necessarily 
indicative of the results to be expected for the entire year.  In the 
opinion of management, the interim financial statements reflect all 
adjustments, consisting of only normal recurring items which are 
necessary for a fair presentation of the results for the periods 
presented.  The accompanying financial statements have been prepared in 
accordance with GAAP and SEC guidelines applicable to interim financial 
information which require management to make certain estimates and 
assumptions.  These estimates and assumptions affect the reported 
amounts of assets and liabilities, the disclosure of contingent assets 
and liabilities as of the date of the financial statements, and the 
reported amounts of revenues and expenses during the period.  Actual 
results could differ from those estimates.  The accompanying financial 
statements and related notes should be read in conjunction with the 
financial statements and notes thereto included in the Company's Annual 
Report on Form 10-KSB/A. 
 
The Company is a development stage company established to produce and 
sell hand-crafted ales in the State of Colorado.  From the date 
inception (February 14, 1994) trough June 30, 1997, the Company's 
efforts have been directed primarily toward organizing and issue a 
public offering of shares of its common stock, building and equipping 
its brewery, and developing a marketable beer. 
 
The accompanying financial statement have been prepared assuming the 
Company will continue as a going concern.  The Company is a development 
stage company which has a limited and unprofitable operating history, 
has negative working capital of $2,851,456, has limited access to 
capital to fund future operations and ceased production of its own line 
of ales and lagars in the fourth quarter of 1996.  During 1996, the 
Company recorded and impairment loss and has written it's assets down to 
fair value and recorded a reserve for estimated costs to dispose of its 
assets.  Such factors, among other, raise substantial doubt as to the 
Company's ability to continue as a going concern. 

The Company's management has developed a plan to sell all of the 
operating assets of the Company or to pursue contract brewing 
opportunities in an effort to improve the cash flows of the Company.  
Until management's plans are finalized, the Company intends to use 
advance funds from an affiliated brewery's bridge loan from a proposed 
investor to help finance activities (see Proposed Merger note).
 
As part of the plan, the Company entered into an investment agreement to 
be merged with other affiliated companies and convert its stock into 
shares of a new publicly traded entity as discussed in the Proposed 
Merger note. 
 
Property and Equipment 
 
Property and Equipment consists of the following: 
 
                               June 30,          December 31 
                                1997                1996     
                              -----------        ----------- 
Building and improvements     $1,558,070         $1,558,070  
Brewery equipment              1,501,117          1,495,074  
Office furniture and equipment    25,274             25,274 
Vehicles                          21,711             21,250  
                              -----------        ----------- 
                              $3,106,172         $3,099,668  
Less accumulated depreciation   (334,093)          (267,427)
Write down to fair value        (832,241)          (832,241) 
                              -----------        ----------- 
                              $1,939,838         $2,000,000  
                              ===========        =========== 
 
Shareholders' Equity 
 
The Company is authorized to issue 10 million shares of its common 
stock.  Each share of common stock entitles the holder to one vote.  At 
its discretion, the Board of Directors may declare dividends on share of 
common stock, although the Board does not anticipate paying dividends in 
the foreseeable future.  In February 1994, the Company received $100,000 
from WVI in exchange for 2,391,985 shares of unregistered common stock.

In connnection with the Company's initial stock offering under Oregon 
securities laws, WVI agreed to place in escrow 2,391,985 shares of the 
Company's unregistered common stock.  These shares will be released from 
escrow to the Company satisfies one or more certain earnings 
requirements or establishes a bona fide over-the-counter trading market 
for its common stock and maintains a bid price equal to or greater than 
a stipulated benchmark price for 26 or more consecutive weeks.  Unless 
released pursuant to these conditions, the 2,391,985 shares sall remain 
in escrow until unconditionally released in 25% increments on July 31, 
2001, 2002, 2003 and 2004.  Based on the ownership change anticipated by 
management described in the Proposed Merger note, the shares will not be 
released from escrow, and all shares will be converted to shares of the 
new Company.  The shares, while in escrow, entitle WVI to the same 
rights and privileges as all other shareholders of common stock, except 
for certain rights relating to transferability and liquidation. 

Net Loss Per Share 
 
Net loss per common share is calculated based on the weighted average 
number of common shares and common share equivalents outstanding.  
Outstanding options to purchase shares of the Company's common shares 
have not been included in the calculations as their effect would be 
anti-dilutive. 
 
Stock Incentive and Stock Grant Plans 
 
During 1994, the Board of Directors established a pool of 250,000 shares 
of the Company's common stock for a stock incentive plan for issuance to 
employees, directors and consultants of the Company pursuant to the 
exercise of stock options granted under the plan or stock grants or 
stock sales.  Administration of the plan, including determination of the 
number of shares to be issued, the term of exercise of any option, the 
option exercise price, and type of options to be granted, lies with the 
Board of Directors or a duly authorized committee of the Board of 
Directors. 
 
No compensation expense has been recorded as a result of granting any of 
the options as all such options were granted with an exercise price 
equal to the market price on the date of grant.   
 
Options granted by the Company are expected to be converted to options 
of the new company expected to be formed in the consolidation of the 
Company and its affiliates at the same conversion rate as the conversion 
of common stock discussed in the Pending Consolidation note. 
 
Income Taxes 
 
No benefit for income taxes was recognized for the six months or three 
months ended June 30, 1997 and 1996 in the accompanying statement of 
operations as there can be no assurance that the Company will generate 
taxable income in the future against which such benefits could be 
realized.  
 
At June 30, 1997, the Company had a net operating loss carryforward 
aggregating approximately $3.4 million for federal income tax purposes, 
which may be used to offset future taxable income, if any.  The annual 
utilization of this carryforward may be limited if the Company undergoes 
the ownership change anticipated by management (see Proposed Merger 
note) or fails to meet continuity of business requirements defined by 
the Internal Revenue Code.  The Company's net operating loss 
carryforwards beginning expiring in 2010. 
 
Related Parties 
 
Nature of related partiesThe Company's president, Jim Bernau, partially 
owns and controls Willamette Valley Vineyards (WVV), a winery in Oregon, 
Willamette Valley Inc. (WVI) and Nor'Wester Brewing Company, 
Inc.(Nor'Wester), a microbrewery in Oregon.  Additionally, Mr. Bernau is 
the president of each of the following subsidiaries of WVI: Aviator 
Ales, Inc. (AAI); Mile High Brewing Company (MHBC); Bayhawk Ales, Inc. 
(BAI); and North Country Brewing Company, Inc. (NCBCI); development 
stage companies located in Washington, Colorado and California, 
respectively.  As a result of certain arrangements between the Company 
and its affiliates, as well as Mr. Bernau's positions with and/or 
ownership interests in each of these companies, inherent conflicts of 
interest exist with respect to the pricing of services, the sharing of 
resources and allocation of the Mr. Bernau's time. 
 
Related Party Transactions 
 
The Company purchased management and administrative services from WVI at 
a total cost of $7,048 and $12,645 for the three months ended June 30, 
1997 and 1996, respectively.  WVI contracts for certain of these 
services under a general services agreement between WVI and Nor'Wester. 
 
Strategic Alliance and Cooperative Brewing AgreementsThe Company has 
entered into a Strategic Alliance (the "Alliance") with AAI, Nor'Wester, 
BAI, NCBCI, and WVI.  Nor'Wester, AAI, MHBC, and BAI are individually 
referred to as a "Cooperative Brewer."  The purpose of the Alliance is 
to promote and support the growth of all of the Alliance members by 
increasing production at each Cooperative Brewer's facility and 
supporting the entry of Nor'Wester products into new markets.  To 
achieve this goal, each Cooperative Brewer agreed to cooperatively brew 
Nor'Wester's products, and to support the entry of these products into 
new markets by facilitating Nor'Wester's access to the Cooperative 
Brewer's network of distributors.  During January, 1997, AAI and MHBC 
ceased cooperative brewing of Nor'Wester beers. 
 
As a result of the administrative services purchased and loans provided 
by WVI and the loan received from Nor'Wester, the Company has advances 
and loans payable to affiliates of $1,950,450 at June 30, 1997.  Because 
management expects these advances and loan will eventually be eliminated 
when the proposed merger occurs, as discussed in the Proposed Merger 
note, these advances have been classified as current payables to 
affiliates at June 30, 1997. 

Impairment of Assets

Subsequent to December 31, 1996, the Company's management developed a 
Plan to sell the operating assets of the Copany or to pursue contract 
brewing opportunities.  While management searches for other potential 
buyers, the Company isoperating on a limited basis as a contract brewer 
for a locan brewery and is looking for other contract brewing 
opportunities.  No definitive agreement has been reached, but management 
has received an offer of approximately $2 million in exchange for all of 
the Company's prepertyu and equipment at the brewery and assumption of 
the facility lease. 

Proposed Merger and Investment by UBA 
 
In light of lower than anticipated 1996 operating results, lower than 
anticipated first quarter 1997 sales and other operating results and 
adverse conditions within the craft beer industry in general, 
representatives of UBA and management and the investment bankers of the 
affiliated companies renegotiated the terms of the original UBA 
investment discussed in Form 10KSB/A for the year ended 1996 and Form 
10QSB/A for the quarter ended March 31, 1997.  The renegotiation 
reflects a significantly lower valuation for the affiliate companies, a 
reduction in the total amount of cash to be invested by UBA to $5.5 
million and a reduction of UBA's percentage ownership position in UCB to 
40% following consolidation.  The Company and its affiliates 
(Nor'Wester, WVI, AAI and MHB) entered into an investment agreement with 
United Breweries of America, Inc. (UBA), an entity controlled by the UB 
Group of Bangalore, India.  The agreement provides for Nor'Wester, WVI, 
AAI, MHBC and BAI to merge into a company to be known as United Craft 
Brewers (UCB).  This proposed merger will result in the issuance of 
newly registered shares of UCB common stock in exchange for shares of 
Nor'Wester, WVI and its subsidiaries.  The merger and share exchange 
will require approval by the Boards of Directors and shareholders of 
each of the entities.  Following the merger, all shareholders in the 
Nor'Wester /WVI alliance will hold shares in UCB, a company which is 
intended to be listed for trading on the Nasdaq National Market system 
under the symbol ALES.  Shares of Nor'Wester, WVI, AAI, BAI, and MHB 
outstanding at the effective time of each merger (other than shares of 
Aviator common stock, Bayhawk common stock and Mile High common stock 
owned by WVI) will be converted into the right to receive 0.3333333, 
0.0785714, 0.0523809, 0.0785714 and 0.0523809 shares, respectively, of 
UCB common stock. 
 
Impact of Recent Accounting Pronouncements 
 
In February 1997, the Financial Accounting Standards Board("FASB") 
issued Statement of Financial Accounting StandardsNo. 128 "Earnings Per 
Share" ("SFAS 128") and Statement of Financial Accounting Standards No. 
129, "Disclosure of Information about Capital Structure" ("SFAS 
129")which are effective for fiscal years ending after December 15, 
1997. The Company believes the implementation of these statementswill 
not have a material effect on its results of operationsor financial 
statement disclosures. 
 
Subsequent Events 
 
Final adoption of the Proposed Merger and Investment is subject to 
approval by shareholder vote scheduled to take place at the Company's 
annual shareholder meeting on August 25, 1997, shareholder approval by 
vote for each of the Company's affiliates (Nor'Wester, WVI, AAI and MHB) 
also scheduled to be held on August 25, 1997 and other closing 
conditions contained within the Investment Agreement. 
 
 
Item 2 -- Management's Discussion and Analysis of Financial 
          Condition and Results of Operations 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
 
Forward-Looking Information 
 
This Management's Discussion and Analysis of Financial Condition and 
Results of Operations and other sections of this Form 10-QSB contains 
forward-looking information within the meaning of the Private Securities 
Litigation Reform Act of 1995.  This forward-looking information 
involves risks and uncertainties that are based on current expectations, 
estimates and projections about the Company's business, management's 
beliefs and assumptions made by management.  Words such as "expects," 
"anticipates," "intends," "plans," "believes," "seeks," "estimates" and 
variations of such words and similar expressions are intended to 
identify such forward-looking information.  Therefore, actual outcomes 
and results may differ materially from what is expressed or forecasted 
in such forward-looking information due to numerous factors, including, 
but not limited to, availability of financing for operations, successful 
performance of internal operations, impact of competition, changes in 
distributor relationship or performance, successful completion of the 
planned consolidation of the Affiliated Companies, and other risks 
detailed below as well as those discussed elsewhere in this Form 10-QSB.  
In addition, such statements could be affected by general industry and 
market conditions and growth rates, and general domestic economic 
conditions.   
 
Results of Operations 
 
Three Months Ended June 30, 1997 Compared to Three Months  
Ended June 30, 1996 
 
Gross Revenues and Cost of Sales  

Gross revenues from beer and retail products totaled $30,064 for the 
quarter June 30, 1997 and $462,537 for the quarter ended June 30, 1996, 
a decrease of 94%. The decrease is due to Mile High's inability to 
effectively penetrate and establish its brand in the local Colorado 
market.  During the first quarter of 1997, Mile High's management 
established a plan to sell the operating assets of Mile High and is 
looking for other contract brewing opportunities. Based on this plan and 
pursuant to SFAS 121, management has recorded a partial write-down of 
operating brewery assets to their estimated fair value. Management's 
estimate of this write-down, based on a pending offer, is $832,241. In 
addition, management estimates the cost to dispose of the assets to be 
$50,000, and this amount was recorded in the financial statements as of 
December 31, 1996, as part of the impairment loss. Until management's 
plans are finalized, Mile High intends to use advances from Nor'Wester's 
bridge loans from UBA to help finance activities. Mile High is currently 
operating on a limited basis as a contract brewer for a local brewery. 
No definitive agreement has been reached regarding the sale or lease of 
the facility, but management has received an offer of approximately $2 
million in exchange for all of MHB's property and equipment and 
assumption of the facility lease. 

Selling, General and Administrative 
 
Selling, general and administrative expenses decreased to $28,723 for 
the quarter ended June 30, 1997 from $164,738 for the quarter ended June 
30, 1996. The decrease is primarily attributable to management's 
decision to limit operations to third-party brewing contracts. 

Net loss  

As a result of the individual line items discussed above, net loss was 
$83,815 for the quarter ended June 30, 1997 compared to net loss of 
$274,491 for the quarter ended June 30, 1996. 

 
Six Month Ended June 30, 1997 compared to Six Months Ended  
June 30, 1996 
 
Gross Revenues and Cost of Sales  

Gross revenues from beer and retail products totaled $46,834 for the six 
months ended June 30, 1997 and $567,151 for the six months ended June 
30, 1996, a decrease of 92%. The decrease is due to Mile High's 
inability to effectively penetrate and establish its brand in the local 
Colorado market.  During the first quarter of 1997, Mile High's 
management established a plan to sell the operating assets of Mile High 
and is looking for other contract brewing opportunities. Based on this 
plan and pursuant to SFAS 121, management has recorded a partial write-
down of operating brewery assets to their estimated fair value. 
Management's estimate of this write-down, based on a pending offer, is 
$832,241. In addition, management estimates the cost to dispose of the 
assets to be $50,000, and this amount was recorded in the financial 
statements as of December 31, 1996, as part of the impairment loss. 
Until management's plans are finalized, Mile High intends to use 
advances from Nor'Wester's bridge loans from UBA to help finance 
activities. Mile High is currently operating on a limited basis as a 
contract brewer for a local brewery. No definitive agreement has been 
reached regarding the sale or lease of the facility, but management has 
received an offer of approximately $2 million in exchange for all of 
MHB's property and equipment and assumption of the facility lease. 

Selling, General and Administrative 
 
Selling, general and administrative expenses decreased to $166,265 for 
the six months ended June 30, 1997 from $324,809 for the six months 
ended June 30, 1996. The decrease is primarily attributable to 
management's decision to limit operations to third-party brewing 
contracts. 

Net loss  

As a result of the individual line items discussed above, net loss was 
$241,025 for the six months ended June 30, 1997 compared to net loss of 
$508,798 for the six months ended June 30, 1996. 
 
 
Liquidity and Capital Resources 

Mile High had cash and cash equivalents at June 30, 1997, December 31, 
1996 and December 31, 1996 of $0, $30,320 and $37,989, respectively.  
Changes in cash and cash equivalents for the quarter ended June 30, 1997 
primarily consisted of cash used in operating activities of $130,529, 
purchases of long-term assets of $6,504 and principal payments on 
capital lease obligations of $30,024, offset by increases in advances 
from affiliates of $115,903.  Changes in cash and cash equivalents for 
the six months ended December31, 1996 are due primarily to cash used in 
operating activities, purchases of brewing and pub related equipment and 
principal payments on capital lease obligations offset by borrowings 
from affiliates.

Mile High's working capital deficit at June 30, 1997, December 31, 1996 
and June 30, 1996 was $2,851,456, $2,662,424 and $871,039, respectively. 
At June 30, 1997, December 31, 1996 and June 30, 1996 the current ratio 
was .01:1, .04:1 and 40:1, respectively. 

Accounts payable at June 30, 1997, December 31, 1996 June 30, 1996 were 
$842,939, $816,664 and $392,481, respectively. Of the $842,939 in 
accounts payable at June 30, 1997, $835,940 was past due. 

At June 30, 1997, Mile High had payables to WVI, its parent, and to 
other affiliated companies of $1,950,450.  The payables to affiliates 
consist primarily of advances by WVI and Nor'Wester to construct Mile 
High's brewery and to support Mile High's operations.  Management 
expects that the payables to affiliates will be eliminated upon 
completion of the Consolidation. 

In November 1996, Mile High ceased its normal operations, except for a 
small amount of contract brewing for third party brewers during which 
time management's plan is to research various options for liquidating 
its assets or obtaining additional contract brewing opportunities. Mile 
High currently has no source of capital to finance its limited 
activities other than limited contract brewing revenue, advances under 
the UBA bridge loan and proceeds which may be derived from the 
liquidation of underutilized assets. 

Mile High is dependent upon the receipt of additional amounts from UBA 
under the bridge loan and closing of the Investment. For a description 
of the general terms and conditions of the bridge loan from UBA see 
"Ancillary Agreements_UBA Bridge Loan Credit Agreement and Related 
Documents." No assurance can be given that UBA will loan Mile High 
further amounts under the bridge loan or that the Investments will 
close. See "Risk Factors_Dependence Upon Bridge Loans and Investments 
from United Brewers of America, Inc." If, for any reason, the Investment 
does not occur, alternative sources of debt financing and/or equity 
capital would have to be developed. There can be no assurance that such 
debt financing or capital will be available or, if available, under 
terms and conditions acceptable to Mile High. Mile High's inability to 
obtain additional capital could result in a material adverse effect on 
the purchase price received for Mile High's assets.  
 
PART II.  OTHER INFORMATION 
 
 
Item 6. Exhibits and Reports on Form 8-K. 
 
   (a) Exhibits: None. 
 
   (b) No reports were filed on Form 8-K during the quarter  
which this report is filed. 
 
 
                            SIGNATURES 
 
 
Pursuant to the requirements of the Security Exchange Act of  
1934, the Registrant has duly caused this report to be  
signed on its behalf by the undersigned thereunto duly  
authorized. 
 
 
MILE HIGH BREWING COMPANY. 
 
 
 
Date:   August 14, 1997  By _____________________ 
                            Jim Bernau 
                            President 
 
 
 
SIGNATURES 
 
 
Pursuant to the requirements of the Security Exchange Act of  
1934, the Registrant has duly caused this report to be  
signed on its behalf by the undersigned thereunto duly  
authorized. 
 
 
MILE HIGH BREWING COMPANY 
 
 
 
 
Date:  August 14, 1997     By /s/ Jim Bernau 
                        Jim Bernau 
                        President