SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               FORM 10-KSB/A No. 2
(Mark One)
    [x]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
            ACT OF 1934
    

For the fiscal year ended December 31, 1996

    [ ]     TRANSITION  REPORT  UNDER  SECTION  13 OR  15(d)  OF THE  SECURITIES
            EXCHANGE ACT OF 1934

For the transition period from __________________ to________________________
Commission file number: 1-13636

                         Mendocino Brewing Company, Inc.
                 (Name of small business issuer in its charter)


          California                                    68-0318293
(State or other jurisdiction of            (I.R.S. Employee Identification No.)
  incorporation or organization)


13351 South Highway 101, Hopland, CA                      95449
 (Address of principal executive offices)              (Zip code)

Issuer's telephone number:  (707) 744-1015

Securities registered under Section 12(b) of the Act:

     Title of each class               Name of each exchange on which registered
 Common Stock, without par value             The Pacific Stock Exchange

Securities registered under Section 12(g) of the Act:

                                 Not applicable
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                                                                       -    -

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: $4,004,700

     The  aggregate  market  value of the voting  stock  held by  non-affiliates
computed by reference to the last  reported sale price of such stock as of April
2, 1997 was $10,416,000.

     The number of shares the issuer's common stock  outstanding as of March 31,
1997  is  2,322,222.   (Does  not  include  300,000  shares  issued  subject  to
substantial  restrictions  as security for a forbearance.  Also does not include
approximately  16,000 shares,  subscriptions  for which the Company had received
but not accepted as of March 31, 1997.)

     Transitional Small Business Disclosure Format Yes   No X
                                                       -    -



<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                               (Registrant)   Mendocino Brewing Company, Inc.




                                              By: /s/ H. Michael Laybourn
                                                 -------------------------------
                                                 H.  Michael Laybourn,  Chairman
                                                     of  the  Board   and  Chief
                                                     Executive Officer

   
                                              Date:  May 5, 1997
    

     Pursuant to the requirements of Section 13 of the Exchange Act, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities and on the dates indicated.




                                              By: /s/ Norman H. Franks
                                                 -------------------------------
                                                 Norman H. Franks, Director  and
                                                     Chief Financial Officer

   
                                              Date: May 5, 1997
    




                                              By: /s/ Michael F. Lovett
                                                 -------------------------------
                                                 Michael F. Lovett, Director

   
                                              Date: May 5, 1997
    




                                              By:
                                                 -------------------------------
                                                 Eric G. Bradley, Director

                                              Date: April  _________ , 1997




                                              By:
                                                 -------------------------------
                                                 Daniel R. Moldenhauer, Director

                                              Date: April  _________ , 1997

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