##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION    FORM 10-K/A   (MARK ONE) [X]
    
    ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2003
 [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
 COMMISSION FILE NUMBER 0-27116   PYRAMID BREWERIES INC.  Washington
(State or other jurisdiction of
incorporation or organization)
    
    91-1258355
(IRS Employer
Identification No.)
 91 South Royal Brougham Way, Seattle, WA 98134
(Address of principal executive offices)
(206) 682-8322
(Registrants telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per share   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.   Yes [X] No [  ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).   Yes [  ] No [X]. The aggregate market value of the voting stock held by non-affiliates of
the registrant as of the last business day of the registrants most recently
completed second quarter, based on the last sale price reported on the Nasdaq
National Market as of June 30, 2003, was $29,930,975. The number of shares outstanding of the registrants common stock as of
March 8, 2004, was 8,665,085.




---



TABLE OF CONTENTS  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXEXHIBIT 3.1EXHIBIT 3.2EXHIBIT 23.2EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 31.3EXHIBIT 32.1EXHIBIT 32.2EXHIBIT 32.3    Table of Contents  EXPLANATORY NOTE This Amendment No. 2 to the Annual Report on Form 10-K (Form 10-K) of Pyramid
Breweries Inc. (the Company), originally filed with the Securities and
Exchange Commission on March 12, 2004, is being filed solely for the purpose of
adding the following exhibits: (a) the Companys Amended and Restated Articles
of Incorporation as Exhibit 3.1 and the Companys Amended and Restated Bylaws
as Exhibit 3.2, in order to make correct copies of these documents
electronically available, and (b) the Notice Regarding Lack Of Consent Of
Arthur Andersen LLP as Exhibit 23.2, which was inadvertently omitted from the
prior filing. The Company is also updating the signature page and Exhibits
31.1, 31.2, 31.3, 32.1, 32.2 and 32.3. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
the complete text of Item 15 as amended is set forth below, which incorporates
by reference the items listed on the Index to Exhibits. The remainder of the
Form 10-K is unchanged and is not reproduced in this Amendment No. 2. This
Amendment No. 2 speaks as of the original filing date of the Form 10-K and
reflects only the changes discussed above. No other information included in
the original Form 10-K, including the Companys financial statements and the
footnotes thereto, has been modified or updated in any way. 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K  (a)
    
    Documents filed as part of this report are as follows: 1. Financial Statements:See listing of Financial Statements included as a
part of the Annual Report on Form 10-K in Item 8 of Part II. 2. Financial Statement Schedules None. 3. Exhibits:The required exhibits are included at the end of the Annual
Report on Form 10-K and are described in the Exhibit Index immediately
preceding the first exhibit.  (b)
    
    A report on Form 8-K (Items 7 and 12) was filed on October 30, 2003.




---



##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 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. December 10, 2004 Pyramid Breweries Inc.(Registrant)By
    

/s/ James K.
HilgerJames K. HilgerVice President andChief Financial Officer




---



##### Table of Contents



EXHIBIT INDEX The following exhibits are filed as part of this Annual Report on Form 10-K/A
or are incorporated herein by reference. Where an exhibit is incorporated by
reference, the number, which follows the description of the exhibit, indicates
the document to which cross reference is made. See the end of this exhibit
index for a listing of cross-referenced documents. Exhibit No.
    
    Description3.1
    
    Amended and Restated Articles of Incorporation of Registrant.3.2
    
    Amended and Restated Bylaws of Registrant.3.3
    
    Rights Agreement between ChaseMellon Shareholder Services LLC and the Registrant
dated June 14, 1999. (Filed as Exhibit 4.1 to the Companys Current Report on Form
8-K dated June 15, 1999.)4.1(1)
    
    Form of Common Stock Certificate.4.4
    
    Directors Compensation Plan. (Filed with the Registrants Definitive Proxy
Statement filed April 3, 2003.)10.1(1)
    
    Lease between Harold W. Hill and the Registrant dated April 13, 1994.10.2(1)
    
    Addendum of Lease between Harold W. Hill and the Registrant dated November 28, 1994.10.3(1)
    
    Second Addendum of Lease between 1201 Building L.L.C. and the Registrant dated June
26, 1995.10.4(1)
    
    Distribution Agreement between the Registrant and Western Washington Beverage dated
August 24, 1995.10.5
    
    Registrants Amended and Restated 1995 Employee Stock Option Plan. (Filed as
Exhibit 4.1 to the Registrants Form S-8 dated June 21, 2002.)10.6(1)
    
    Registrants Non-Employee Director Stock Option Plan.10.7(1)
    
    Form of Non-Qualified Stock Option Agreement.10.8(1)
    
    Commercial Lease between Esther Podlesak, Trustee of the John A. and Esther
Podlesak 1990 Family Trust and Pyramid Breweries California, Inc. dated November 1,
1995.10.9(1)
    
    Assignment, Assumption and Consent Agreement between Esther Podlesak, Trustee of
the John A. and Esther Podlesak 1990 Family Trust, Pyramid Breweries California,
Inc. and the Registrant dated November 17, 1995.10.10
    
    Amended and Restated Employment Agreement between the Registrant and Martin Kelly
dated June 19, 2001. (Filed as Exhibit 10.10 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001.)10.11
    
    Employment Agreement between the Registrant and Gary McGrath. (Filed as Exhibit
10.13 to the Registrants Annual Report on Form 10-K for the year ended December
31, 1999.)10.12
    
    Assignment, Assumption and Consent Agreement between KLP Properties, Inc.,
Faultline Brewing Company, Inc., and the Registrant dated October 26, 2001. (Filed
as Exhibit 10.13 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2001.)10.13
    
    Sublease between KLP Properties, Inc. and Faultline Brewing Company, Inc. dated
April 3, 1996. (Filed as Exhibit 10.14 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2001.)10.14
    
    Lease between Peter Vasconi and the James and Maura Belka Trust dated December 28,
1995. (Filed as Exhibit 10.15 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2001.)10.15
    
    Stock Purchase Agreement and Promissory Notes between the Company and Martin Kelly.
(Filed as Exhibits 10.13, 10.14 and 10.15 to the Registrants Form 10-Q for the
quarter ended June 30, 2001.)




---



##### Table of Contents



Exhibit No.
    
    Description10.16
    
    Commercial Lease between County Supervisors Association of California and the
Registrant dated April 15, 2002. (Filed as Exhibit 10.16 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2002.)10.17
    
    Registrants 2003 Employee Stock Purchase Plan. (Filed as Exhibit 10.17 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2002.)10.18
    
    Asset Purchase Agreement between Pyramid Breweries Inc., Portland Brewing Company
and PBC Acquisition, LLC dated January 26, 2004. (Filed as Exhibit 99.1 to the
Registrants Current Report on Form 8-K dated January 26, 2004.)23.1(2)
    
    Consent of KPMG LLP.23.2
    
    Notice Regarding Lack Of Consent Of Arthur Andersen LLP.31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: John
Lennon, Chief Executive Officer.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: James K.
Hilger, Vice-President and Chief Financial Officer.31.3
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: Jason W.
Rees, Controller and Chief Accounting Officer.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002: John Lennon, Chief Executive Officer.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002: James K. Hilger, Vice-President and Chief
Financial Officer.32.3
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002: Jason W. Rees, Controller and Chief
Accounting Officer.
   (1)
    
    Filed as exhibits to the Registration Statement on Form S-1 of Pyramid
Breweries Inc. (File No. 33-97834).(2)
    
    Previously filed.