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 September 30, 1996

                    Commission File Number  33-95606

                        MILE HIGH BREWING COMPANY

         (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 
September 30, 1996:  4,692,707 shares, $.001 par value

============================================================


                      MILE HIGH BREWING COMPANY

                          INDEX TO FORM 10-Q

============================================================
Part I - Financial Information

   Item 1 -- Financial Statements
    Balance Sheet - September 30, 1996 and
     December 31, 1995 . . . . . . . . . . . . . . . . . . 3

    Statement of Operations - Three Months
     and Nine Months Ended June 30, 1996 and 1995. . . . . 4

    Statement of Cash Flows - Nine Months
     Ended September 30, 1996 and 1995 . . . . . . . . . . 5

    Notes to Financial Statements. . . . . . . . . . . . . 6

   Item 2 -- Management's Discussion and Analysis of
    Financial Condition and Results of Operations. . . . . 9

Part II - Other Information

   Item 5 -- Other Information. . . . . . . . . . . . . . 13   

   Item 6 -- Exhibits and Reports on Form 8-K . . . . . . 13

    Signatures. . . . . . . . . . . . . . . . . . . . . . 15




                      MILE HIGH BREWING COMPANY
                    (A Development Stage Company)

                             Balance Sheet

                          September 30,
                              1996              December 31,
ASSETS                     (unaudited)              1995
                          _____________         ____________
Current assets:
   Cash and cash
    equivalents           $           -         $    379,691
   Accounts receivable          207,977               44,118
   Inventories                  294,840               86,763
   Other current assets,
    net                          53,341               67,837
                          _____________         ____________

   Total current assets         556,158              578,409

Property and equipment,
 net                          2,829,907            2,178,732
Other non-current assets,
 net                             29,737              131,950
                          _____________         ____________

Total assets               $  3,415,802         $  2,889,091
                          =============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of 
    capital lease          $     67,376         $     24,029
   Accounts payable             718,922              143,750
   Accrued liabilities          153,204               79,526
   Payable to parent and 
    affiliated companies,
    net                         513,760               20,614
   Current portion of
    advances
    from affiliates                   -              400,000
                            ___________         ____________

   Total current
    liabilities               1,453,262              667,919

Capital lease                   254,052                5,868
Advances from affiliates      1,125,000              650,000
Deferred rent                    53,913               43,377
                            ___________         ____________

                              2,886,227            1,367,164
                            ___________         ____________

Commitments

Shareholders' equity:
   Common stock, $.001 par value
    10,000,000 shares authorized,
    4,692,707 and 4,690,167
    shares outstanding            4,693                4,690
   Additional paid-in
    capital                   2,245,578            2,245,581
Deficit accumulated during
 the development stage       (1,720,696)            (728,344)
                            ___________         ____________

                                529,575            1,521,927
                            ___________         ____________

Total liabilities and
 shareholders' equity       $ 3,415,802         $  2,889,091
                            ===========         ============

                      MILE HIGH BREWING COMPANY
                    (A Development Stage Company)

                       Statement of Operations
                              (unaudited)


             Three Months Ended            Nine Months Ended
                September 30,                 September 30,
              1996         1995             1996       1995
             ________     ________       ________   ________

Gross sales   791,892       38,854      1,359,042     44,654
Less: excise
 taxes         20,414          676         69,970        676
             ________     ________      _________   ________
Net sales     771,478       38,178      1,289,072     43,978

Cost of
 sales        829,616       30,960      1,517,166     33,186
             ________     ________      _________   ________
Gross profit
 (deficit)    (58,138)       7,218       (228,094)    10,792

Selling,
 general and
 administrative
 expenses     197,866      229,154        522,675    452,563
             ________     ________       ________   ________
Loss from
 operations  (256,004)    (221,936)      (750,769)  (441,771)

Other income
 (expense)
Other
 expense     (211,847)           -        (211,847)        -
 Interest
  income          779       10,749           4,157    67,255
 Interest
  expense     (16,481)           -         (33,893)        -
             _________     ________       _________  ________
             (227,549)      10,749        (241,583)   67,255
             _________     ________       _________  ________

Net loss   $ (483,553)   $(211,187)      $(992,352)$(374,516)
             =========    =========       =========  ========
Net loss
 per common
 share     $    (0.10)       (0.05)          (0.21)    (0.08) 
             =========    =========       =========  ========

Weighted average
 number of
 common shares
 outstanding 4,692,707   4,690,167       4,691,578 4,684,143 
             =========   =========       ========= ==========


                      MILE HIGH BREWING COMPANY
                    (A Development Stage Company)

                       Statement of Cash Flows
                              (Unaudited)



                             Nine Months Ended September 30,
                                1996                 1995
                             ___________          ___________
Cash flows from operating
 activities:
   Net loss                   $(992,352)           $(374,516)
   Reconciliation of net
    loss to net cash used for
    operating activities:
    Depreciation and 
     amortization               139,916               11,269
    Increase in deferred rent    10,536               34,002
    Changes in assets and
     liabilities:
     Accounts receivable       (163,859)             (12,103)
     Inventories               (208,077)             (76,084)
     Receivable from
      affiliates                      -              (52,282)
     Other current assets        14,496              (58,167)
     Other non-current assets   102,213                    -
     Accounts payable           575,172              169,453
     Accrued liabilities         73,678               66,909
     Payables to parent and
      affiliated companies      493,146              553,951
                              __________           __________

   Net cash provided by
    (used for)
    operating activities         44,869              262,432

Cash flows from investing
 activities:
   Purchases of property 
    and equipment              (490,799)          (2,224,470)
   Sale of asset                 45,708                    -
                              __________          ___________
   Net cash used for
    investing activities       (445,091)          (2,224,470)

Cash flows from financing
 activities:
   Cash advances from
    affiliated companies         75,000                    -
   Deferred stock offering
    costs                             -              (86,723)
   Net proceeds from stock
    offering                          -               43,612
   Deferred rent                 10,536                    -
   Principal payments on
    capital lease               (65,005)                   -
                              __________           __________
Net cash (used for) provided
 by financing activities         20,531              (43,111)
                              __________           __________
Net decrease in cash and
 cash equivalents              (379,691)          (2,005,149)

Cash and cash equivalents:
   Beginning of period          379,691            2,252,087
                              __________           __________

   End of period             $        -           $  246,938
                             ===========           ==========





                      MILE HIGH BREWING COMPANY

                    NOTES TO FINANCIAL STATEMENTS


DEVELOPMENT STAGE COMPANY

Mile High Brewing Company  (the "Company") was formed on June 
8, 1994 for the purpose of developing and operating one or 
more breweries in Colorado for the production of high 
quality, hand-crafted ales for sale in bottle and draft.  The 
Company has built a brewery in a leased commercial building 
in the historic LoDo District of downtown Denver, Colorado.  
The brewery is situated two blocks north of Coors Field, home 
of the Colorado Rockies major league baseball team.  The 
brewery had an initial production capacity of 11,700 barrels 
per year with a maximum designed production capacity of 
60,000 barrels per year.

The Company is a development stage company that was organized 
under the laws of the State of Delaware.  From the date of 
inception (June 8, 1994) through September 30, 1996, the 
Company's efforts have been directed toward: 1) organizing 
and completing a public offering of shares of its Common 
Stock, 2) building and equipping its brewery, 3) developing 
and beginning production of six distinct styles of hand-
crafted ales, and 4) establishing a network of 19 independent 
distributors. The Company is a majority-owned subsidiary of 
Willamette Valley, Inc. Microbreweries across America 
("WVI"), a company organized to establish microbreweries 
throughout the United States.  At September 30, 1996, WVI 
owned approximately 51% of the Company's Common Stock.


BASIS OF PRESENTATION

The accompanying interim financial statements are unaudited 
and have been prepared by Mile High Brewing Company pursuant 
to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures 
typically included in financial statements prepared in 
accordance with generally accepted accounting standards have 
been condensed or omitted pursuant to such rules and 
regulations.  In the opinion of management, the financial 
statements include all adjustments, consisting only of normal 
recurring adjustments, necessary for a fair presentation of 
the results for the interim period presented.  The financial 
statements should be read in conjunction with the audited 
financial statements and notes thereto included in the 
Company's Registration Statement on Form SB-2 for the year 
ended December 31, 1995 filed with the Securities and 
Exchange Commission.  The results of operations for an 
interim period are not necessarily indicative of the results 
of operations for a full year.

Statement of Cash Flows

During 1996, the Company obtained approximately $346,000 of 
assets under a capital lease obligation.  This non-cash 
transaction has been excluded from the accompanying statement 
of cash flows.


                      MILE HIGH BREWING COMPANY

             NOTES TO FINANCIAL STATEMENTS (Continued)


Inventories

Inventories consist of the following:
                       September 30,             December 31,
                            1996                     1995
                       _____________             ____________

Raw materials          $     128,619             $     18,372
Work-in-process               32,100                   26,332
Finished goods               130,158                   25,915
Retail products                3,963  	                16,144
                       _____________             ____________

                       $     294,840             $     86,763
                       =============             ============

Property and Equipment

Property and equipment consists of the following: 
                              September 30,      December 31,
                                  1996               1995
                              _____________      ____________

Building and improvements     $   1,586,420      $  1,277,484
Brewery equipment                 1,348,596           893,798
Office furniture and equipment       25,274            23,034
Vehicles                             21,250            21,250
Construction in progress             32,626            14,000
                              _____________      ____________
                                  3,014,166         2,229,566

Less accumulated depreciation
 and amortization                  (184,259)          (50,834)
                              _____________      ____________

                                 $2,829,907        $2,178,732
                              =============      ============

Income Taxes

No benefit for income taxes was recognized for the periods 
ended September 30, 1996 and 1995 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.  Accumulated net 
operating loss carryforwards at September 30, 1996 and 
December 31, 1995 were $1,777,352 and $785,000, respectively.

Shareholders' Equity

In May 1996, the Company commenced a registered public stock offering
sell up to 1,053,000 shares of its Common Stock at a proposed offering
price of $1.85 per share.  This offering was terminated in November
1996 and all stock subscription funds received and held in escrow will
be returned with interest.


                  MILE HIGH BREWING COMPANY

           NOTES TO FINANCIAL STATEMENTS (Continued)


Related Party Transactions

For the three months ended September 30, 1996, the Company 
purchased management and administrative services from WVI at 
a total cost of $4,245.  WVI contracts for certain of these 
services under a general services agreement between WVI and 
Nor'Wester Brewing Company, Inc. ("Nor'Wester"), an 
affiliated company.

In April 1996, the Company commenced brewing of Nor'Wester beer
under the Cooperative Brewing Agreement.  Sales to Nor'Wester
under this agreement totaled $796,540 through September 30, 1996.
To promote the sale of Nor'Wester products in the Denver area
Nor'Wester advanced the Company $250,000 for the construction of
a pub adjacent to the brewery.


Net Loss Per Share

Net loss per common share is calculated based on the weighted 
average number of common shares outstanding.  Shares owned by 
the Company's parent, WVI, and held in escrow are included in 
the weighted average number of common shares outstanding.

Contingencies

In September 1996, the Company's parent, WVI, entered into a
non-binding letter of intent with The UB Group of Bangalore,
India setting forth the proposed terms of The UB Group's planned
investment of $9.0 million in cash and certain intangible
consideration in exchange for an equity interest in the resulting
entity following the proposed consolidation of the Company, WVI and
WVI's subsidiaries-- the Company, Aviator Ales, Inc., located
in Woodinville, Washington and Bayhawk Ales, Inc., located in Irvine,
California, and Nor'Wester and Nor'Wester's subsidiary, North Country
Brewing Company, located in Saratoga Springs, New York.  Although the
parties are proceeding toward signing a definitive agreement setting
forth the terms and conditions of the proposed investment, there can
be no assurance that an equity investment by The UB Group will be made
or, if made, the ultimate terms of such investment.



                      MILE HIGH BREWING COMPANY

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion contains forward-looking statements that
involve risks and uncertainties.  Actual future results and trends
may differ materially depending on a variety of factors, including,
but not limited to, pricing and availability of raw materials and
packaging, successful execution of internal performance and expansion
plans, impact of competition, distributor changes, availability of
financing, and other risks detailed below and in the Company's Securities
and Exchange Commission filings, including the Company's Registration
Statement on Form SB-2 relating to its recently terminated public
offering and its periodic reports.

Results of Operations

Three Months Ended September 30, 1996

Gross Sales.  Sales in dollars and barrels for the three
months ended September 30, 1996 were $791,892 and $5,297,
respectively.  This represents an increase in sales dollars
for the quarter ended September, 1996 of 1,938% over the
same period in 1995, and an increase of 6,159% in barrels
sold for the quarter ended September 1996 over the same
period in 1995.  Sales of beer under the cooperative brewing
agreements with affiliated breweries during the three months
ended September 30, 1996 were $472,423, or 60% of total
sales.  The remaining 40% increase in sales was attributable
to the fact that the Company commenced its brewing operation
near the end of the third quarter of 1995.  As discussed in the
Liquidity and Capital Resources section below the Company has
not been able to generate the sales volume of its own products
necessary to sustain the growth required for profitable operations.

Excise Taxes.   Excise taxes increased from $676 (2% of gross 
sales) for the three months ended September 30, 1995 to 
$20,414 (2.5% of gross sales) for the third quarter of 1996 which 
is due to the increase in the portion of beer sales to retail items
in 1996.   

Cost of Sales.  Cost of sales as a percentage of net revenues 
for the third quarters ended 1996 and 1995 was 108% and 81%, 
respectively, reflecting the disproportionate cost of 
production for goods sold during a period when the facility 
is operating at less than its maximum designed capacity, as 
well as development-stage production costs such as recipe 
testing.  With the introduction of its products to other
states, the Company has also experienced an increase in
shipping costs.  In addition, the margin on cooperative
brewed beer is substantially less than the Company's own
products thereby increasing the cost of sales as a percentage
of net revenues.

Selling, General and Administrative Expenses.  Selling, 
general, and administrative expenses for the three months 
ended September 30, 1996 totaled $409,713, or 53% of net sales,
as compared to $229,154, or 4,959% of net sales, for the
comparable period in 1995.  This was primarily due to higher
management and administrative support costs and increased selling
costs for the quarter ended September 30, 1996.
 
Other Income and Expenses.  In May 1996, the Company commenced a
registered public stock offering to sell up to 1,053,000 shares of its
Common Stock at a proposed offering price of $1.85 per share.  The
Company has determined that continuance of the offering was no longer
in the best interest of the Company or investors.  Accordingly, the
Company has elected to terminate the offering and return all funds held
in escrow, together with interest, to the prospective investors.  With
the termination of the offering the Company took a one-time charge for
legal and other deferred stock offering costs of $207,175 in the three
months ended September 30, 1996.

Nine Months Ended September 30, 1996

Gross Sales.   Sales for the nine months ended September 30, 
1996 were $1,359,042, an increase of 2,943% as compared to 
gross sales of $44,654 for the comparable period in 1995.
This reflects an increase in sales volume from 86 barrels
in 1995 to 10,628 in 1996.  Sales of beer under the cooperative
brewing agreements with affiliated breweries were $796,540, or
59% of the total, for the nine months ended September 30, 1996.

Excise Taxes.   Excise taxes increased from $676 (2% of gross 
sales) for the nine months ended September 30, 1995 to 
$69,970 (5% of gross sales) for the nine months ended September 
30, 1996.  The increase in excise taxes is due to the increased
volume of production and sales in the third quarter of 1996 and
because brewing operations did not begin until August 1995.

Cost of Sales.  Cost of sales as a percentage of net revenues 
for the nine months ended of  1996 and 1995 was  118% and 
75%, respectively, reflecting the disproportionate cost of 
production for goods sold during a period when the facility 
is operating at less than its maximum designed capacity, as 
well as development-stage production costs such as recipe 
testing and freight costs to support sales in new markets
outside of Colorado.  If sales of the Company's own products
continue to expand, the increased capacity utilization and
margin on sale price will reduce the cost of sales as a
percentage of net revenues.
 



                      MILE HIGH BREWING COMPANY

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Nine Months Ended September 30, 1996 (cont.)

Selling, General and Administrative Expenses.  Selling, 
general, and administrative expenses for the nine months 
ended September 30, 1996 totaled $734,522, or 57% net sales,
as compared to $452,563, or 4,547% of net sales, for the
comparable period in 1995.  This was primarily due to higher
management and administrative support costs and increased selling
costs required after the Company commenced brewing operations.

Other Income and Expenses.  As discussed above the
termination of the offering the Company took a one-time
charge for legal and other deferred stock offering costs of
$207,175 in the period ended September 30, 1996.




                      MILE HIGH BREWING COMPANY

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Liquidity and Capital Resources

For the nine months ended September 30, 1996, cash and cash 
equivalents decreased $379,691 primarily due to operating 
expenses associated with the expansion of sales and production
and the one-time charge of $207,175 for costs associated with
the termination of the Company's second stock offering.  Other
uses of funds include an increase in accounts receivable of
$163,859, an increase in inventories of $208,077, purchases of
property and equipment of $490,799, principal debt payments of
$65,005.  Primary sources of funds include a decrease in other
current assets of $14,496, a decrease in other non-current
assets of $102,213, an increase in accounts payable of $575,172
to fund growth and development of the Company's product sales,
an increase in accrued liabilities of $73,678, an increase in 
amounts due to affiliates of $493,146 consisting of advances
for the construction of a brewpub and general administrative
and financial management support, sale of assets for $45,708, 
and an increase in advances from affiliated companies of $75,000
for cooperative brewing.  

During the third quarter of 1996, the Company implemented several
strategies designed to improve operating results and the related
cash flows.  The Company restructured its sales force, reduced
administrative and production personnel and added new products
in an effort to improve sales in existing markets and promote
sales in new markets.  To that end, the Company has secured licenses
to sell its procuts in fifteen states.  These strategies however, have
not proven to be effective enough to increase sales to a profitable
level.  The Company is in arrears with many of its vendors and contractors
and is not generating sufficient cash flow to repay those creditors.
It is unlikely that the Company can continue to operate as a going
concern without an additional capital infusion.

To address these liquidity and capital resources concerns of the
Company and certain of its affiliated breweries, in September, 1996,
the Company's parent, WVI, and its affiliate Nor'Wester, entered into
a non-binding letter of intent with The UB Group of Bangalore, India
setting forth the proposed terms of The UB Group's possible investment
of $9.0 million in cash and certain intangible consideration including
the grant of an exclusive right to manufacture The UB Group's Kingfisher
brand beer for sale in North America and The UB Group's provision of
certain management and technical services to the craft breweries
controlled by WVI and its affiliate, Nor'Wester.  Under the terms of
the letter of intent, The UB Group's investment will be made in the
resulting entity following a proposed consolidation of the Craft Brewing
Alliance comprised of Nor'Wester and Nor'Wester's subsidiary, North
Country Brewing Company, located in Saratoga Springs, New York; WVI and
WVI's subsidiaries-- the Company, Bayhawk Ales, Inc., located in Irvine,
California, and Aviator Ales, Inc. located in Woodinville, Washington. 

The closing of the proposed investment remains subject to
(i) The UB Group's completion of satisfactory due diligence,
(ii) negotiation and execution of a definitive investment
agreement between the parties, (iii) approval by the boards
of directors and shareholders of each of the Company, WVI,
Nor'Wester and their respective subsidiaries, (iv) registration
with the U.S. Securities and Exchange Commission of Nor'Wester
shares to be exchanged in the merger, and (v) such other
conditions customary for transactions of this type. 

Following the execution of the letter of intent, The UB Group
has provided the WVI/Nor'Wester alliance of craft breweries
with bridge loans in the amount of $650,000 to sustain and
grow their brewing operations.  The UB Group has also indicated
that it may, in its discretion, provide additional bridge loans
or guarantees on bank loans in such amounts and at such times as
are necessary to sustain the breweries' operations until completion
of the planned consolidation and closing of the investment.  There
can be no assurances that additional bridge loans will be made by The
UB Group, that an equity investment by The UB Group will ultimately
be made or, if made, the final terms of such investment.

In May 1996, the Company commenced a registered public stock
offering sell up to 1,053,000 shares of its Common Stock at
a proposed offering price of $1.85 per share.  The Company
terminated the offering in light of its inability to penetrate
the Colorado craft beer market to an acceptable level and the
proposed consolidation and the possible investment from The UB Group.
The subscriber funds, which have been held in escrow, are
being held with interest.  If, for any reason, the proposed
consolidation and investment does not take place the
Company would be unable to repay its creditors or finance
its working capital requirements.  In such case, alternative
sources of debt financing and/or equity capital would have
to be developed.  There can be no assurances that such
debt financing or capital will be available or, if available,
under terms and conditions acceptable to the Company.
The Company's inability to obtain additional capital would
result in a material adverse effect on the Company's business
and results of operations. 



                      MILE HIGH BREWING COMPANY

                     PART II.   OTHER INFORMATION

Item 5.   Other Information
          
          On November 19, 1996, the Company announced that it
          will be unable to sustain operations at current levels
          and is taking aggressive steps to reduce its expenses.
          The inability to penetrate the highly competitive craft
          beer market in Colorado was cited as the primary reason
          that the Company was unable to achieve operating results.

          To protect and/or recover the value invested in the brewing
          facility, Company officials have chosen to minimize operations
          and to explore other options including leasing or selling the
          brewery.  Options are also being explored to continue production
          of the Company's Timberline Ales for sale where distribution
          has been established.

          The Company has been consistently losing money as it struggles
          to establish its brand in Colorado and nearby states.  To
          address its cash needs, the Company commenced a registered
          public stock offering in June 1996 to raise up to $1.95 million.
          Although approximately $548,000 had been raised and held in an
          interest-bearing escrow account, the Company elected to terminate
          the offering because of its inability to penetrate the Colorado
          craft beer market to an acceptable level and the proposed 
          consolidation of the Craft Brewing Alliance followed by the
          possible investment by The UB Group.  The offering
          escrow agent is in the process of returning all funds plus
          interest to prospective investors.

          Willamette Valley, Inc. Microbreweries Across America, the
          Company's parent and 51% shareholder, was no longer able to
          provide the Company with interim financing due to its own
          cash limitations.  WVI has been seeking a financial partner to
          support its efforts in building the Craft Brewing Alliance.

          In September 1996, WVI and Nor'Wester announced the signing of
          a non-binding letter of intent with The UB Group to receive $9.0
          million in cash along with certain intangible consideration.  The
          UB Group's possible investment, expected to be made in the first
          quarter of 1997, is conditioned upon negotiation and execution of
          mutually satisfactory investment documents, The UB Group's
          completion of satisfactory due diligence, and the proposed
          consolidation of all members of the Craft Brewing Alliance.          

          It is not expected that the Company's decision to minimize its
          brewing operations will prevent the proposed consolidation and
          possible investment by The UB Group in the Craft Brewing Alliance.
          Under the consolidation, shareholders of each alliance member,
          including Mile High, will receive shares in the resulting entity.
          These shares will be listed for trading on NASDAQ under the symbol
          ALES and thus provide an increased level of liquidity to
          investors.              


Item 6.   Exhibits and Reports on Form 8-K.

          (a)   Exhibits:  (i) Press Release dated November
                               19, 1996

                           (ii) Letter to Company's shareholders
                                dated November 19, 1996
         

          (b)   On September 26, 1996, the Company filed a
                Form 8-K in connection with its execution of
                a non-binding letter of intent with The UB
                Group of Bangalore, India relating to The UB
                Group's proposed investment of $9.0 million
                in cash along with certain other non-cash
                intangible consideration into the entity
                resulting from the proposed consolidation of
                the Company with its affiliates, Willamette
                Valley, Inc. Microbreweries Across America,
                Aviator Ales, Inc., Mile High Brewing Company,
                Nor'Wester Brewing Company, Inc. and North
                Country Brewing Company.  The Form 8-K set
                forth the terms and conditions of the proposed
                investment as outlined in the letter of intent,
                and included as exhibits copies of the letter
                of intent dated September 18, 1996, a September
                26, 1996 press release relating to the matter,
                and a September 26, 1996 letter to the Company's
                shareholders describing the matter.

Exhibit (a)(i):
   Mile High Brewing Company Reduces Operations
   For Immediate Release:  Dated November 19, 1996
   For more information contact:  James W. Bernau

   Mile High Brewing Company, producer of Timberline Ales (TM),
   announced today that it will be unable to sustain operations
   at current levels and is taking aggressive steps to reduce its
   expenses.

   To address its cash needs, the Company had commenced a registered
   public stock offering in May 1996 to raise up to $1.95 million.
   Although approximately $548,000 had been raised and held in an
   interest-bearing escrow account, the Company has elected to
   terminate the offering.  The offering escrow agent is in the process
   of returning all funds plus interest to prospective investors.

   "The craft beer market in Colorado is very competitive and Mile High
   simply hasn't built sufficient market share or achieved acceptable
   operating results since initiating operations in August 1995," said
   James W. Bernau, Mile High President and Chief Executive Officer.
   "While Timberline Ales has proven their quality--our stout recently
   won a silver medal at the Great American Beer Festival--they have
   not proven to be an adequate commercial success in the current market."

   To protect and/or recover the value invested in the brewing facility,
   Company officials have chosen to minimize operations and explore
   other options including leasing or selling the brewery.  The facility,
   located two blocks north of Coors Field on Denver's Blake Street, houses
   a 50-barrel brewhouse and has a current annual production capacity of
   12,000 barrels and a potential production capacity of 60,000 barrels
   if additional tanks are installed.  "We are also exploring ways to
   continue producing our Timberline Ales in markets where distribution has
   been established," Bernau added. 

   In September 1996, Willamette Valley, Inc. Microbreweries Across America,
   the Company's parent and 51% shareholder, and Nor'Wester Brewing Company,
   its affiliated brewery in Portland, announced the signing of a non-binding
   letter of intent with The UB Group, and international brewer headquartered
   in Bangalore, India.  Under the terms of the letter of intent, a new
   entity would be formed from the proposed consolidation of Nor'Wester,
   Nor'Wester's subsidiary, North Country Brewing Company in Saratoga Springs,
   New York, and each of the three regional craft breweries owned by
   Willamette Valley, Inc. Microbreweries Across America--Aviator Ales in
   Woodinville, Washington; Mile High Brewing in Denver; and Bayhawk Ales in
   Irvine, California.  The new consolidated entity would receive $9.0 million
   in cash along with other consideration from The UB Group.

   Under the consolidation, shareholders of each alliance member, including
   Mile High, would receive shares in the resulting entity.  These shares
   will be listed for trading on NASDAQ under the symbol ALES thus providing
   an increased level of liquidity to investors.  The transaction is
   conditioned upon the negotiation and execution of mutually satisfactory
   investment documents, The UB Group's completion of a satisfactory due
   diligence review, and completion of the proposed consolidation.

Exhibit (a)(ii)
   November 19, 1996
   Shareholders of Mile High Brewing Company

   Dear Shareholders:

   Despite the best efforts of the employees and volunteers of Mile High
   Brewing, we have been unable to sufficiently penetrate the craft beer
   market, in Colorado in particular, to get production and sales levels
   to a self-sustaining basis.

   As a result, the Company has chosen to pursue leasing or selling the
   brewery to protect the value invested in the facility.  Management
   believes the location and facility has significant lont-term value.
   In addition, management is currently pursuing several options to continue
   producing Timberline Ales for sale in markets where distribution has
   successfully been established.

   As you know, Mile High Brewing Company is a member of an alliance of craft
   brewers which has entered into negotiations with The UB Group of Bangalore,
   India, to form United Craft Brewers, Inc., a new national craft brewing
   organization to be financed in part by The UB Group.  In September 1996,
   Willamette Valley, Inc. Microbreweries Across America, the Company's parent
   and 51% owner, and Nor'Wester Brewing Company, the Company's affiliated
   brewery in Portland, announced the signing of a non-binding letter of
   intent with The UB Group to receive $9.0 million in cash along with other
   consideration including the grant of an exclusive right to manufacture
   The UB Group's Kingfisher brand beer in North America and The UB Group's
   provision of certain management and technical services to the breweries.

   The UB Group's possible investment, expected to be made in the first
   quarter of 1997, is conditioned upon negotiation and execution of
   mutually satisfactory investment documents, The UB Group's completion
   of a satisfactory due diligence review, and the completion of a proposed
   consolidation of all members of the alliance of craft brewers--Nor'Wester
   Brewing Company in Portland; Aviator Ales in Woodinville, Washington;
   Mile High in Denver; Bayhawk Ales in Irvine, California; and North Country
   in Saratoga Springs, New York.

   Under the consolidation as currently planned, shareholders of Mile High
   will receive shares in the resulting entity.  These shares will be listed
   for trading on NASDAQ under the symbol ALES, thus providing an increased
   level of liquidity to investors.   
   
   The Company's second public stock offering has been terminated and all
   stock subscription funds received and held in escrow will be returned by
   the escrow agent with interest.

   If negotiations with The UB Group lead to execution of a definitive
   agreement, you will receive, by mail sometime in the first quarter of
   1997, formal shareholder meeting materials relating to the proposed
   consolidation and share exchange.


                           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 19, 1996   By _______________________
                            James W. 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:_________________  By /s/ James W. Bernau
                           James W. Bernau
                           President



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