_________________________

                             FORM 10-QSB
                     _________________________

            Quarterly Report Pursuant to Section 13 or 15
              (d) of the Securities Exchange Act of 1934

               For the Quarter Ended March 31, 1997

                    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 
March 31, 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 
reflectsall 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.

Item 1 -- Financial Statements

Balance Sheet - March 31, 1997 and December 31, 1996 . . . . . . . . . .  . . . 

Statement of Operations - Three Months Ended March 31, 1997 and 1996 . . .. . .

Statement of Cash Flows - Three Months Ended March 31, 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




                                               MILE HIGH BREWING COMPANY
 
                                                      Balance Sheet

                                             March 31
                                               1997               December 31,
ASSETS                                      (unaudited)              1996

Current assets:
  Cash and cash equivalents                  $   3,726             $   30,320 
  Accounts receivable                           22,396                 85,200 
  Other current assets, net                      8,564                  8,170
                                             ----------            -----------

Total current assets                            34,686                123,690 
                                             ----------            -----------
Property and equipment, net                  1,966,667              2,000,000 
Other non-current assets                         8,169                     -    
                                             ----------            -----------
Total assets                                $2,009,522             $2,123,690 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                            863,359                816,664 
   Reserve for impairment loss                  50,000                 50,000 
   Other accrued liabilities                    24,533                 15,633 
   Payables to parent and affiliated  
    companies                                1,843,915              1,834,547 
   Current portion of capital lease
    obligation                                  71,218                 69,270 
                                            ----------            -----------
Total current liabilities                    2,853,025              2,786,114 
                                            
Capital lease                                  217,446                241,224 
                                            ----------            -----------
                                             3,070,471              3,027,338 

Commitments

Shareholders' equity:
Common stock, $.001 par value
 - 10,000,000 shares authorized, 
    4,693,787 shares outstanding                 4,694                 4,694 
   Additional paid-in capital                2,252,274             2,252,274 
Accumulated deficit                         (3,317,917)           (3,160,616)
                                            -----------           -----------
                                            (1,060,949)             (903,648)
                                            -----------           -----------
Total liabilities and shareholders'
 equity                                     $2,009,522            $2,123,690 
                       	                    ===========           ===========






                              MILE HIGH BREWING COMPANY
          
           				                Statement of Operations
                            			  				(unaudited)

    
                                              			Three Months Ended March 31,
                                              			1997                    1996
      
Gross revenues                               $   16,770             $  104,614 
Less: excise taxes                               (1,701)                (4,407)
                                             -----------            -----------
Net revenues                                     15,069                100,207 
Cost of revenues                                 80,947                173,669 
                                             -----------            -----------
Gross deficit                                   (65,878)               (73,462)
Selling, general and administrative 
 expenses                                        91,423                160,070 
                                             -----------            -----------
Loss from operations                           (157,301)              (233,532)

Other income (expense)
   Other expense                                      -                      -  
   Interest income                                    -                  2,937 
   Interest expense                                   -                 (3,712) 
                                                      -                   (775)
                                             -----------            -----------
Net loss                                     $ (157,301)            $ (234,307)
                                             ===========            ===========
Net loss per common share                    $    (0.03)            $    (0.05)
                                             ===========            ===========
Weighted average number of common shares
 outstanding                                  4,693,787              4,690,167 
                                             -----------            -----------


                                       MILE HIGH BREWING COMPANY

        					   Statement of Cash Flows
							 (Unaudited)



			                         Three Months Ended March 31,
                        		         1997 		        1996
Cash flows from operating activities:
   Net loss                       	       $  (157,301)            $  (234,307)
   Reconciliation of net loss to net cash
     used for operating activities:
      Depreciation and amortization            33,333                  42,500 
      Increase in deferred rent                     -                   4,683 
      Changes in assets and liabilities:
        Accounts receivable                    62,804                  (9,717)
        Inventories                                 -                 (63,837)
        Other current assets                     (394)                 26,037 
        Accounts payable                       46,695                 (21,339)
        Accrued liabilities                     8,900                    (385)
        Payables to parent and affiliated 
         companies                              9,368                  33,407 
                                          ------------           -------------
   Net cash provided by 
   (used for) operating activities              3,405                (222,958)

Cash flows from investing activities:
   Purchases of property and equipment              -                (435,317)
   Increase in other non-current assets        (8,169)                (22,338)
                                          ------------           -------------
Net cash used for investing activities         (8,169)               (457,655)

Cash flows from financing activities:
   Increase in deferred stock offering 
    costs                                           -                 (19,284)
   Proceeds from capital lease                      -                 345,690 
   Principal payments on capital lease        (21,830)                (13,013)
                                          ------------           -------------
Net cash (used for) provided by financing 
  activities                                  (21,830)                313,393 
                                          ------------           -------------
Net decrease in cash and cash equivalents     (26,594)               (367,220)

Cash and cash equivalents:
   Beginning of period                         30,320                 379,691 
                                          ------------           -------------
   End of period                          $     3,726            $     12,471 
                                          ============           =============




MILE HIGH BREWING COMPANY

NOTES TO FINANCIAL STATEMENTS


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 for the year ended December 
31, 1996.


The Company has recorded significant losses in the  quarter ended March 31, 
1997 and during the prior year, has negative working capital of $2.8 million, 
and has limited access to capital with which to fund future operations.  In 
November 1996 the Company ceased all operations with the exception of a small 
contract brewing arrangement with a third party brewer, and, as such, there 
exists substantial doubt as to its ability to continue as a going concern.  
The Company is currently researching various options for obtaining additional 
contract brewing arrangements, however, there can be no assurance that the 
Company will find adequate contracts with which to sustain ongoing operations.  
Management has recorded a partial write-down of brewery assets to their 
estimated fair market value.  The Company based its analysis on Statement of 
Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the 
Impairment of Long-Lived Assets to be Disposed Of," which establishes standards 
to identify and measure impairment of long-lived assets.  Management's best 
estimate of this write-down, based on the present value offer is $969,000.  
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 reserve for impairment loss.  During the 
quarter ended March 31, 1997 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 Pending Consolidation 
note below.




MILE HIGH BREWING COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)


Property and Equipment

Property and equipment consists of the following: 

                                        March 31,        December 31,
                                          1997               1996
                                      -------------      ------------

Building and improvements              $  1,558,070      $ 1,558,070
Brewery equipment                         1,495,074        1,495,074
Office furniture and equipment               25,274           25,274
Vehicles                                     21,250           21,250
                                      -------------      ------------    
                                          3,099,668        3,099,668
Less accumulated depreciation              (300,760)        (267,427)
Write down to fair value                   (832,241)        (832,241)
                                      -------------      ------------ 
                                          1,966,667      $ 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 registered common stock.

In connection with the Company's initial stock offering under Oregon securities 
laws, WVI agreed to place in escrow its 2,391,985 shares of the Company's 
unregistered common stock.  These shares were to be released from escrow to WVI 
when the Company satisfied one or more certain earnings requirements or 
established a bona fide over-the-counter trading market for its common stock and
maintained 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 were to 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 Pending 
Consolidation 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.

During 1994 and 1995, the Company sold 2,298,182 shares of its common stock 
at $1.10per share pursuant to a From SB-2 public offering filed with the U.S. 
Securities Exchange and Commission (SEC).  Cash proceeds from this offering, 
net of offering expenses of $377,729, aggregated $2,150,271.


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 during the three month 
periods ended March 31, 1997 and 1996.  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, 
consultants, 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 quarters ended March 31, 
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 March 31, 1997, the Company had a net operating loss carryforward 
aggregating approximately $3 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 Pending Consolidation note) or fails to meet 
continuity of business requirements defined by the Internal Revenue Code.  
The Company's net operating loss carryforwards begin expiring in 2010.


Related Parties

Nature of related parties
The Company's president, Jim Bernau, partially owns and controls Willamette 
Valley Vineyards (WVV), a winery in Oregon, and Willamette Valley Inc., and 
Nor'Wester Brewing Company, Inc.(Nor'Wester), a microbrewery in Oregon; as well
as WVI.  Additionally, Mr. Bernau is the president of each of the following 
subsidiaries of WVI: Aviator Ales, Inc. (AAI); 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 the 
Company president'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 Company president's 
time.


Related Party Transactions

The Company purchased management and administrative services from WVI at a 
totalcost of $14,757 and $26,280 for the three months ended March 31, 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 Agreements
The 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 operative brewing of Nor'Wester 
beers.

During 1995, WVI loaned $800,000 to the Company to fund operations and purchase 
capital assets.  This loan was not repaid in accordance with its original terms 
and the full amount became due and  payable during 1996.  As a result of the 
administrative services purchased from WVI and the loans received from WVI, the 
Company has advances and loans payable to affiliates of $1,843,915 at March 31, 
1997. Because management expects these advances will eventually be eliminated 
when the proposed merger occurs, as discussed in the Pending Consolidation 
note, these advances have been classified as current payables to affiliates 
at March 31, 1997.

Pending Consolidation, Bridge Loan, Subsequent Investment By UBA
The Company, WVI, Aviator Ales, Mile High Brewing and Bayhawk Ales (together 
the "Affiliated Companies") have entered into an Investment Agreement with 
United Breweries of America, Inc. ("UBA") dated January 30, 1997 and amended 
May 14, 1997 (the "Investment Agreement").  Under the terms of the Investment 
Agreement, UBA has agreed to invest $5.5 million in exchange for a 40% equity 
interest in the consolidated businesses of the Affiliated Companies.  UBA, an 
affiliate of The UB Group of Bangalore, India, was formed for the purpose of 
investing in the U.S. craft beer industry.  The UB Group is a diversified multi-
national corporation whose major operations consist of the production and sale 
of beer and spirits through affiliated companies which operate in 20 countries 
on four continents.  

Under the terms of the Investment Agreement, the Affiliated Companies have each
agreed to consolidate under the ownership of a new entity, United Craft Brewers,
Inc. ("UCB").  UCB will serve as a holding company for companies which operate 
each of the five affiliated breweries--the Portland Brewery, the Saratoga 
Springs Brewery, the Seattle Brewery, the Denver Brewery and the Southern 
California Brewery.  The proposed consolidation is a condition to receipt of 
UBA's investment which will be made directly in UCB.  

Consolidation.  Under the proposed consolidation each of the Affiliated 
Companies will become a wholly-owned subsidiary of UCB pursuant to a merger 
and share exchange by which newly registered shares of UCB will be issued in 
exchange for outstanding shares of the Affiliated Companies based on the share 
exchange rates described below.  The merger and share exchange has been 
unanimously approved by the Boards of Directors of each of the Affiliated 
Companies but remains subject to approval by shareholders of each Affiliated 
Company.  Following completion of the consolidation, shareholders of each 
Affiliated Company will hold shares in UCB, which is intended to be listed for 
trading on the Nasdaq SmallCap Market under the symbol "ALES."  The 
consolidation is primarily an administrative step designed to simplify the 
ownership structure of the Affiliated Companies, increase the operating 
efficiencies of each brewery, decrease the production, marketing and 
distribution costs of each brewery, increase the ability of the combined 
breweries to finance operations and possible growth and provide all 
shareholders with a liquid market for their shares.  

The outstanding shares of each of the Affiliated Companies will be exchanged 
for shares in UCB according to the following exchange ratios which are based on 
a negotiated price of $1.75 per share for Nor'Wester's Common Stock: 

Company                            Exchange Ratio

Nor'Wester                           1:0.3333333
WVI                                  1:0.0785714
Aviator Ales                         1:0.0523809
Bayhawk Ales                         1.0.0785714
Mile High Brewing                    1:0.0523809

Implicit in the exchange ratios is a 3-for-1 reverse split of the outstanding 
shares of each of the Affiliated Companies. 

Bridge Loans.  Under the Investment Agreement, UBA is obligated to provide 
Nor'Wester with up to $2.75 million in bridge loans as interim financing during 
the consolidation phase.  Advances under the bridge loan are expected to be used
by Nor'Wester to help cover operating expenses and pay existing creditors of the
Affiliated Companies until closing of the investment, at which time the balance 
of UBA's $5.5 million investment is expected to be made.  Of the $2.75 million, 
$1.9 million has already been advanced and spent as of the date of this 
report.  All bridge loans are made pursuant to a Credit Agreement between 
Nor'Wester and UBA, the principal terms of which are as follows: 

	(1)	The bridge loans will be made at times and in amounts mutually 
            determined by UBA and Nor'Wester based on a periodic review of the 
            cash flow needs and creditor demands of the Affiliated Companies. 

	(2)	Interest on the bridge loan accrues at 11.25% per annum and is payable  
            to UBA in cash at closing of UBA's investment.

	(3)	All principal and interest is secured by the assets of North Country 
            Joint Venture, LLC (owner and operator of the Saratoga Springs 
            Brewery)  and by Nor'Wester's ownership interest in the joint 
            venture LLC. Repayment of all principal and interest is guaranteed 
            personally by Jim Bernau.

	(4)	As a condition to each advance under the bridge loan, neither Jim 
            Bernau nor any of the Affiliated Companies shall be in breach of 
            any representation, warranty or covenant under the credit documents
            or the Investment Agreement and there shall not be any "material 
            adverse effect" in the businesses of the Affiliated Companies as a 
            whole.  

	(5)	Unless converted at closing, all advances under the bridge loan 
  mature 60 days after termination of the Investment Agreement or the 
		occurrence of certain events of default under the credit documents 
		(including the breach by an Affiliated Company or Mr. Bernau of any 
		representation, warranty or covenant under the Investment Agreement), 
		except that the bridge loan becomes due immediately if a "material 
		adverse effect" occurs in the businesses of the Affiliated Companies 
		as a whole or there is a breach by any Affiliated Company or Mr. 
  Bernau of any representation, warranty or covenant under the credit 
  documents. 
		
Following completion of the consolidation and assuming all closing conditions 
have been met as required under the Investment Agreement, UBA will invest an 
additional $2.75 million in cash combined with the anticipated conversion of the
$2.75 million bridge loan in exchange for a 40% equity interest in UCB. UBA's 
investment in UCB will be made at a price of $5.25 per share of UCB Common Stock
($1.75 per share before application of the 3-for-1 reverse stock split implicit 
in the exchange ratios to be used in the consolidation).

Closing of the proposed investment remains subject to (i)approval by the 
shareholders of each of the Affiliated Companies, (ii)maintenance of certain 
operating conditions and covenants, including that there shall be no "material 
adverse change" in the businesses of the Affiliated Companies taken as a whole, 
(iii)approval by the U.S. Bureau of Alcohol, Tobacco and Fire Arms and 
applicable state liquor control commissions, (iv)registration with the U.S. 
Securities and Exchange Commission of the UCB shares to be exchanged in the 
consolidation; (v)extension of Nor'Wester's $1.0 million line of credit through 
September 30, 1997, the bank shall have waived any defaults under the line of 
credit agreement and the line of credit shall have been converted to a term 
loan and (vi) such other customary conditions for transactions of this type.

As a further condition to UBA's investment, Jim Bernau has agreed to transfer a 
portion of the shares of UCB Common Stock he receives in the consolidation as 
follows: 83,109 UCB shares to UBA and 174,912 UCB shares to UCB for 
cancellation.  This represents approximately 48% of the total number of UCB 
shares he will receive in the consolidation.  This transfer, for which Mr. 
Bernau will receive no cash consideration, is being done principally to provide 
UBA withthe necessary equity interest in UCB (40%) to cause UBA to make the 
investment.  

Following completion of the consolidation and closing of UBA's investment, the 
approximate ownership interests in UCB will be as follows: (i) UBA -- 40.0%, 
(ii) Jim Bernau -- 10%, and (iii) the public shareholders of each Affiliated 
Company will own the following interests:  Nor'Wester-33.1%, WVI-5.1%, 
Aviator Ales-4.8%, Mile High Brewing-4.3%, and Bayhawk Ales-2.7%.  The initial 
Board of Directors of UCB will be composed of 7 members consisting of (i) one 
person appointed by Jim Bernau, (ii) four persons appointed by UBA (one of whom 
shall be Vijay Mallya, Chairman of The UB Group, who shall be chairman) and 
(iii) two outside Directors who shall be mutually satisfactory to Jim Bernau 
and UBA.  The initial Board will serve until the next regular meeting of 
shareholders.  At that time, UBA, with its 40% interest, will be in a position 
to effectively elect all members of the Board of Directors and thereby control 
UCB and in turn its subsidiary breweries.

Subject to completion or waiver of all closing conditions, closing of UBA's 
investment will occur as soon as practicable following approval of the 
consolidation by the shareholders of each of the Affiliated Companies which is 
currently expected to occur in or about mid-August 1997.  In the event that the 
investment is not closed by August 31, 1997, either party may terminate the 
transaction and repayment of any outstanding bridge loan is due 60 days 
thereafter.  

While the Company is dependent upon the receipt of further loans under the 
credit facility and closing of the UBA investment, the Company does not control 
the business or operations of the other Affiliated Companies and can not assure 
that it or another Affiliated Company will not violate one or more covenants in 
the Investment Agreement or that a closing condition will not be met.  
Accordingly, there can be no assurance that the Company will receive further 
bridge loan amounts or that the investment will ultimately close or will close 
on the terms set forth in the Investment Agreement.



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 aboutthe 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 financingfor 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

Gross Revenues and Cost of Sales
During the quarter ended March 31, 1997, the Company's management 
established a planto sell the operating assets of the Company.  Based on 
this plan, management has recorded a partial write-down of operating brewery 
assets to their estimated fair market value.  The Company based its analysis
on Statement of Financial Accounting Standards No. 121 (SFAS 121), 
"Accounting for the Impairment of Long-Lived Assets to be Disposed Of," 
which establishes standards to identify and measure impairment of long-lived 
assets.  Management's best estimate of this write-down, based on the present 
value offer is $969,000.  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 reserve for impairment loss. 
While management searches for potential buyers, the Company intends to 
operate on a limited basis as a contract brewer for a local brewery.  Net 
revenues from contract brewing during the quarter ended March 31, 1997 were 
$15.069.  No definitive agreement has been reachedregarding the sale or lease 
of the facility, but management has received an offer of approximately $2 
million in exchange forall of MHB's property and equipment and assumption of 
the facility lease.

Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses decreased to $91,423 
for the quarter ended March 31, 1997 from $160,070 for the quarter ended March 
31, 1996.  The decrease in SG&A expenses is primarily attributable to 
management's decision to limit operations to thrid-party brewing contracts..  

Net Income (Loss). 
As a result of the individual line items discussed above, net loss was $135,000 
for the quarter ended March 31, 1997 compared to net loss of $234,000 for the 
quarter ended March 31, 1996.


Liquidity and Capital Resources

Cash and cash equivalents decreased $26,564 to $3,726 at March 31, 1997 
from December 31, 1996.  The decrease is primarily a result of operating losses 
during the period.  

The Company's working capital deficit was $2.8 million at March 31, 1997 
compared to$2.7 million at December 31, 1996.  The Company has used cash 
receipts from accounts receivable collections for the payment of payroll and 
related expenses, however the Company has only been able to make limited 
payments to trade creditors due to the limited operations during the quarter.  
At March 31, 1997 the Company had payables to affiliates of $1.8 million 
which comprised 66% of the Company's current liabilities.  The payables are 
classified as current as management expects to eliminate these payables 
through the investment transaction with UBA as discussed below.

The Company made no capital investments during the quarter ended March 31, 
1997.

Accounts payable at March 31, 1997 totaled $863,359 compared to $816,664 
at December 31, 1996.  Of the $863,359 outstanding at March 31, 1997 
$827,318 was past due.

The Company's management believes that projected income from operations is 
not sufficient to meet the Company's cash needs over the next twelve months.  
The Company's independent accountants expressed substantial doubt as to the 
Company's ability to continue as a going concern in their report on the 
Company's 1996 financial statements.

The Company, WVI, AAI, MHB and BAI (together the "Affiliated Companies") 
have entered into an Investment Agreement with United Breweries of America, 
Inc. ("UBA") dated January 30, 1997 and amended May 14, 1997 (the 
"Investment Agreement").  Under the terms of theInvestment Agreement, UBA 
has agreed toinvest $5.5 million in exchange for a 40% equity interest in the 
consolidated businesses of the Affiliated Companies.  UBA, an affiliate of The 
UB Group of Bangalore, India, was formed for the purpose of investing in the 
U.S. craft beer industry.  The UB Group is a diversified multi-national 
corporation whose major operations consist of the production and sale of beer 
and spirits through affiliatedcompanies which operate in 20 countries on four 
continents.  

Under the terms of the Investment Agreement, the Affiliated Companies have 
each agreed to consolidate under the ownership of a new entity, United Craft 
Brewers, Inc. ("UCB").  UCB will serve as a holding company for companies 
which operate each of the five affiliated breweries--the Portland Brewery, the 
Saratoga Springs Brewery, the Seattle Brewery, the Denver Brewery and the 
Southern California Brewery.  Under the proposed consolidation each of the 
Affiliated Companies will become a wholly-owned subsidiary of UCB pursuant 
to a merger and share exchange by which newly registered shares of UCB will 
be issued in exchange for outstanding shares of the Affiliated Companies based 
on the share exchange rates described below.  The merger and share exchange 
has been unanimously approved by the Boards of Directors of each of the 
Affiliated Companies but remains subject to approval by shareholders of each of
the Affiliated Companies.

The outstanding shares of each of the Affiliated Companies will be exchanged 
for shares in UCB according to the following exchange ratios which are based 
on a negotiated price of $1.75 per share for Nor'Wester's Common Stock: 

Company                             Exchange Ratio

Nor'Wester                            1:0.3333333
WVI                                   1:0.0785714
Aviator Ales                          1:0.0523809
Bayhawk Ales                          1.0.0785714
Mile High Brewing                     1:0.0523809


Following the proposed merger, UBA has proposed to invest 
$8.63 million in exchange for a 45% equity interest in the 
new entity, UCB.  Of the $8.63 million proposed investment 
by UBA, $2.75 million is in the form of bridge loans 
conditionally available to Nor'Wester during the 
consolidation phase.  As of March 31, 1997, $1.5 million has 
already been loaned to Nor'Wester, the majority of which has 
been advanced to North Country.  At closing, it is 
anticipated that the bridge loans will be converted into 
shares of UCB and the remaining $5.88 million cash 
investment will be made directly in shares of UCB.

All principal and interest related to the bridge loans is 
secured by the assets of North Country Joint Venture, Nor'Wester's
wholly-owned subsidiary, and by Nor'Wester's 
ownership interest in North Country Joint Venture.  
Repayment of all principal and interest is guaranteed 
personally by the Company's president.

The closing of the proposed investment remains subject to 
(i) approval by the shareholders of each of the companies, 
(ii) achievement of certain operating results at each of the 
breweries, (iii) maintenance of certain operating conditions 
and covenants, including that there shall be no material 
adverse change in the businesses of the affiliated breweries 
taken as a whole, (iv) approval by federal and state liquor 
control agencies, (v) registration with the U.S. Securities 
and Exchange Commission of UCB shares to be exchanged in the 
merger, (vi) extension of Nor'Wester's $1 million revolving 
line of credit through September 30, 1997 and the lender 
shall have waived any defaults under the line of credit 
agreement and the line of credit shall have been converted 
to a term loan and (vii) such other customary conditions for 
transactions of this type.

Immediately following the proposed investment by UBA, UBA 
would own 45% and the Company's president would own 10% of 
UCB.  The public shareholders of Nor'Wester, WVI, and 
subsidiaries would own the remaining 45% of UCB.

Impact of Recent Accounting Prounouncements

In February 1997, the Financial Accounting Standards Boad
("FASB") issued Statement of Financial Accounting Standards
No. 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 statements
will not have a material effect on its results of operations
or financial statement disclosures.

Subsequent Events

Subsequent to March 31, 1997, in light of lower than 
anticipated 1996 operating results, lower than anticipated 
first quarter 1997 sales and other operating results and 
adverse conditions with the craft beer industry in general, 
representatives of UBA and management and the investment 
bankers of the affiliated companies are in the process of 
renegotiating the terms of the UBA investment discussed in 
the Proposed Merger note.  The renegotiation will reflect a 
significantly lower valuation for the affiliated 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.  
It is anticipated that the $2.75 million bridge loan will 
not be reduced.  The existing shareholders in the affiliated 
Companies would retain a 60% interest in UCB.  The exact 
distribution of ownership interests among shareholders of 
the affiliated companies has not yet been determined.  
Management will soon seek Board approval by each of the 
affiliated companies of any renegotiated terms.  Failure of 
the parties to reach a mutually agreeable renegotiated 
investment agreement could lead to a loss of the bridge 
loans and the remainder of the UBA investment which would 
materially and adversely affect the Company's financial 
condition and results of operations.  There can be no 
assurance that the proposed merger will be completed or that 
the Company will obtain the capital needed to sustain 
operations.


PART II.  OTHER INFORMATION


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

 (a) Exhibit 1 - Definitive Investment Agreement press 
release dated January 30, 1997.

(b) Reports on Form 8-K:

On January 30, 1997, the Company filed a Form 8-K in connection with its 
execution of a definitive investment agreement with United Breweries of 
America, Inc., an affiliate of the UB Group of Bangalore, India.  Under terms 
of the agreement, UBA will invest approximately $9 million in cash in exchange 
for a 45% equity interest in a new entity comprised of the consolidated 
businesses of Nor'Wester, North Country Brewing Company, LLC., Willamette 
Valley, Inc., Microbreweries across America and its affiliates - Aviator Ales, 
Inc., Bayhawk Ales, Inc., Mile High Brewing Company, Inc.  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 26, 1996 and a January 30, 1997 
press release relating to the matter.

Exhibit 1


                            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:   May 20, 1997  	By _____________________
                        Jim Bernau



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:  May 20, 1997     By /s/ Jim Bernau
                        Jim Bernau