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

                         January 30, 1997      
          Date of Report (Date of earliest event reported)



                        Bayhawk Ales, Inc.     
       (Exact name of registrant as specified in its charter)



    Delaware              33-82208-LA            33-0606860
(State or other           (Commission          (IRS Employer
 jurisdiction of )          File No.)        Identification No.)
 of incorporation

            200 Main St - Suite A  Irvine, CA 92714
            (Address of principal executive offices)


                        (714) 442-7565
      (Registrant's telephone number, including area code)
             



                         Not applicable                       
(Former name or former address, if changed since last report)


Item 5.     Other Events.

     On January 30, 1997, Nor'Wester Brewing Company, Inc. 
("Nor'Wester") and Willamette Valley, Inc. Microbreweries Across 
America ("WVI"), a public holding company comprised of three 
partially-owned public subsidiaries, Aviator Ales, Inc. ("AAI"), Bayhawk 
Ales, Inc. ("BAI"), and Mile High Brewing of Denver ("MHB"), Colorado, 
announced the signing of a definitive investment agreement with United 
Breweries of America, Inc. ("UBA"), an affiliate of The UB Group 
of Bangalore, India.

     Under the terms of the agreement, UBA will invest $8.63 
million in cash in exchange for a 45% equity interest in a new 
entity comprised of the consolidated businesses of Nor'Wester 
(which includes Nor'Wester Brewing of Portland, Oregon and North 
Country Brewing of Saratoga Springs, New York), WVI and WVI's 
partially-owned public subsidiaries.  The consolidation is 
expected to occur by the end of the second quarter of 1997, 
pending approval by the various companies' shareholders.  The new 
entity will be a holding company for five craft breweries being 
consolidated and will operate under the name, United Craft 
Brewers, Inc.

     Of the $8.63 million investment by UBA, $2.75 million is in 
the form of bridge loans conditionally available to Nor'Wester 
during the consolidation phase to cover any shortfalls in 
operating cash or payments required to be made to existing 
creditors.  Of this amount, $1,000,000 has previously been 
loaned.  In addition to obtaining a perfected security interest 
in all the assets of North Country Brewing, among other 
conditions, all advances under the bridge loan are conditioned 
upon there being no material adverse change in the business of 
the various brewing companies taken as a whole.  At closing, the 
$2.75 million in loans and the remaining $5.88 million cash 
investment will be converted into shares of United Craft Brewers.

     Jim Bernau, President of Nor'Wester and WVI, is transferring 
to UBA part of his existing equity stake in the regional 
breweries.  He will receive no cash consideration in this 
transaction, and as a result of the transfer, UBA will own 45% of 
United Craft Brewers, with Bernau owning 10% of the new company. 
The public shareholders of Nor'Wester and WVI, Aviator Ales, 
Bayhawk Ales and Mile High Brewing will own the remaining 45% of 
United Craft Brewers.  The terms of UBA's investment as set forth 
in the definitive investment agreement differ from and supersede 
the terms of a Letter of Intent between the parties dated 
September 18, 1996, previously disclosed by the Company. 

     Mr. Bernau will serve as President of United Craft Brewers 
and will be a member of the Board of Directors.  Vijay Mallya, 
Chairman of The UB Group, will serve as Chairman of the Board of 
United Craft Brewers.

     United Craft Brewers intends to acquire other craft brewers 
in the U.S. to expand its alliance of breweries.  Furthermore, 
United Craft Brewers intends to utilize The UB Group's experience 
and resources to pursue international opportunities for its craft 
beer alliance.

     The UBA investment is subject to several closing conditions 
including (i) registration with the Securities and Exchange 
Commission of the United Craft Brewers shares to be issued to the 
public shareholders of Nor'Wester, WVI and WVI's subsidiary 
breweries in the consolidation as well as to UBA in its 
investment, (ii) successful completion of the consolidation of 
the regional breweries including approval by the shareholders of 
Nor'Wester, WVI and each of WVI's subsidiary breweries, and (iii) 
the achievement of certain designated or agreed operating results 
by the breweries.  The investment is expected to close on or 
about June 1997.

     The consolidation is expected to be accomplished through a 
series of stock-for-stock mergers whereby shareholders of 
Nor'Wester, WVI and its subsidiaries-Aviator, Mile High and 
Bayhawk-will each exchange their respective shares for shares of 
United Craft Brewers according to the following exchange ratios 
(based on an average closing price for Nor'Wester's common stock 
of $2.63 for the 20 trading days immediately preceding execution 
of the definitive investment):  Nor'Wester-1:1, WVI-1.99159:1; 
Aviator-2.98739:1; Mile High-2.98739:1; and Bayhawk-1.99159:1. 
Following consolidation and UBA's investment, the combined entity 
will have approximately 13 million shares outstanding.

     The Company believes that the information set forth in this 
Form 8-K and the Press Release dated January 30, 1997, and 
attached as an exhibit hereto include "forward looking 
statements" within the meaning of Section 27A of the Securities 
Act and are subject to the safe harbor created by that Section.  
In particular, there can be no assurance that the consolidation 
will be approved by the shareholders of the various companies, 
that each of the other closing conditions to the definitive 
investment agreement will be met in time to close or that the 
investment will ultimately close.  Furthermore, even if the UBA 
investment closes, there can be no assurance that UCB will have 
adequate capital to pursue acquisitions of, or alliances with, 
other craft brewers in the U.S. and internationally, nor can 
there be any assurance of continued or additional market 
acceptance in the U.S. or internationally of UCBs' beers and 
ales.  Finally, during the consolidation phase, there can be no 
assurance that BAI will meet each of the conditions 
required to receive a bridge loan advance from UBA at the time 
such advance is needed.  There are additional risks and 
uncertainties that could cause the actual results to differ 
materially from the forward-looking statements including, but not 
limited to, the factors discussed in AAI's Securities and 
Exchange Commission filings.

     BAI's press release regarding UBA's investment in 
BAI is incorporated herein by reference and filed as an 
exhibit to this Form 8-K.

Item 7.     Financial Statements, Pro Forma Financial Information 
and Exhibits.

     Exhibits

          Number                     Description

          99.1                       Press Release dated as of   
                                     January 30, 1997

SIGNATURES


          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 thereunto duly 
authorized. 

                              BAYHAWK ALES, INC.


Date: January 30, 1997        By:/s/ James W. Bernau
                                     James W. Bernau
                                     President

EXHIBIT INDEX


Exhibit No.    Description                                   Page


99.1           Press Release dated as of January 30, 1997

	
          UB GROUP SIGNS DEFINITIVE INVESTMENT AGREEMENT
                 WITH FIVE U.S. MICROBREWERIES
U.S. Craft Breweries to be Subsidiaries of New Holding Company;
           UB to Hold 45% Stake in Consolidated Entity

     Portland, OR  January 30, 1997 -- Nor`Wester Brewing Company 
(Nasdaq: ALES) and Willamette Valley, Inc./Microbreweries Across 
America, a non-listed public holding company comprised of three 
partially-owned public subsidiaries -- Aviator Ales, Inc. of 
Woodinville, WA; Bayhawk Ales, Inc. of Irvine, CA; and Mile High 
Brewing of Denver, CO. -- today announced the signing of a 
definitive investment agreement with United Breweries of America, 
Inc. ("UBA"), an affiliate of The UB Group of Bangalore, India.
     Under the terms of the agreement, UBA will invest $8.63 
million in cash in exchange for a 45% equity interest in a new 
entity comprised of the consolidated businesses of Nor`Wester 
Brewing Company -- including Nor`Wester Brewing of Portland, OR 
and North Country Brewing of Saratoga Springs, NY -- and 
WVI/Microbreweries Across America.  The consolidation is 
currently expected to occur by the end of the second quarter of 
1997, pending approval of the various companies' shareholders.  
The new entity will be a holding company for the five craft 
breweries being consolidated and will operate under the new name, 
United Craft Brewers, Inc..  The company will be traded on the 
Nasdaq National Market System under the symbol ALES.
     Of the $8.63 million investment by UBA, $2.75 million is in 
the form of bridge loans conditionally available to Nor`Wester 
during the consolidation phase ($1,000,000 has already been 
loaned).  At closing, the $2.75 million in loans and the 
remaining $5.88 million cash investment will be converted into 
shares of United Craft Brewers.
     Jim Bernau, founder and president of both Nor`Wester Brewing 
and WVI-Microbreweries Across America, is transferring to UBA 
part of his existing equity stake in the regional microbreweries.  
He will receive no cash consideration in this transaction, and as 
a result of the transfer, UBA will own 45% of United Craft 
Brewers, with Bernau owning 10% of the new company.  The public 
shareholders of Nor`Wester Brewing and WVI-Microbreweries Across 
America will own the remaining 45% of United Craft Brewers.  The 
terms of UBA's investment as set forth in the definitive 
investment agreement differ from and supersede the terms of a 
Letter of Intent between the parties dated September 18, 1996.
     Bernau will serve as President of United Craft Brewers and 
will be a member of the Board of Directors.  Vijay Mallya, 
Chairman of The UB Group, will serve as Chairman of the Board of 
the new company.
     "The signing of this agreement puts our goal of creating a 
national craft brewing alliance one large step closer to 
realization," said Bernau.  "And because we will be benefiting 
from the experience and resources of The UB Group, I firmly 
believe that the alliance is also a very large step closer to 
success."
     Bernau noted that The UB Group and Vijay Mallya have pursued 
an operating philosophy similar to that of the microbreweries in 
the alliance.  "The UB Group is India's largest beer producer, 
but it is comprised of twelve smaller, individual breweries that 
each pursues a craft beer approach to producing lagers and ales," 
he explained.  "This emphasis on smaller scale brewing will be at 
the heart of United Craft Brewers.  We couldn't have found a 
better partner to join us as we build this national alliance of 
leading microbreweries."
     Mallya agreed that the investment will significantly 
strengthen -- and potentially expand  -- the craft brewing 
alliance.
     "Nor`Wester and the other breweries being consolidated in 
the new company make some of the best ales and lagers in 
America," Mallya said.  "Our goal now is twofold: first, to 
enhance the financial, marketing and operating strength of these 
breweries, and second, to bring other like-minded U.S. craft 
brewers under the UCB umbrella.  In addition, UCB intends to 
leverage the UB Group's strengths to pursue international 
opportunities for the craft beer market.
     "By expanding the size of this unique microbrewery alliance, 
we will gain important economies of scale in manufacturing, 
marketing and distribution -- all while maintaining and enhancing 
the unique character and individual excellence that have made 
craft brewed beer increasingly popular in America and elsewhere."
     Successful consolidation of the regional breweries is a 
precondition for closing of the investment by UBA, as is the 
achievement of certain operating results by the five breweries.  
The investment is expected to close shortly after the 
consolidation is completed.
     The consolidation is expected to be accomplished through a 
series of stock-for-stock mergers whereby shareholders of 
Nor'Wester, WVI/Microbreweries Across America and its 
subsidiaries -- Aviator, Mile High and Bayhawk -- will each 
exchange their respective shares for shares of United Craft 
Brewers according to the following exchange ratios which are 
based on an average closing price of $2.63 for Nor'Wester's 
common stock for the 20 trading days immediately preceding 
execution of the definitive investment :  Nor'Wester -- 1:1; WVI 
-- 1.99159:1; Aviator -- 2.98739:1; Mile High -- 2.98739:1; and 
Bayhawk -- 1.99159:1.  Following consolidation and UBA's 
investment, the combined entity will have approximately 13 
million shares outstanding.
     The Nor`Wester Brewing Company and WVI--Microbreweries 
Across America were founded by Jim Bernau with his first 
microbrewery, Nor`Wester in Portland, Oregon in 1993.  Bernau is 
also founder and president of Willamette Valley Vineyards in 
Salem, Oregon (Nasdaq: WVVI).
     The UB Group is a global beer and spirits company operating 
in 20 countries on four continents.
     [Note: this press release contains forward-looking 
statements that are made pursuant to the safe harbor provisions 
of The Private Securities Litigation Reform Act of 1995.  The 
forward-looking statements involve risks and uncertainties that 
could cause actual results to differ materially from the forward-
looking statements, including, but not limited to, the factors 
detailed in the Securities and Exchange Commission filings of 
Nor'Wester, Willamette Valley, Inc. Microbreweries across America, 
Aviator Ales, Inc., Mile High Brewing Company, Inc. and
Bayhawk Ales, Inc.  The forward-looking statements should be 
considered in light of these risks and uncertainties.]