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                                                                   EXHIBIT 10.35



                                SECOND AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

               This second amendment to Amended and Restated Credit Agreement
("Amendment") is made and entered into as of September 15, 1997, by and
between REDHOOK ALE BREWERY, INCORPORATED, a Washington corporation
("Borrower"), and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank").

                                    RECITALS:

               A. On or about June 5, 1995, U.S. Bank and Borrower entered into
that certain Amended and Restated Credit Agreement (together with all
amendments, supplements, exhibits, and modifications thereto, the "Credit
Agreement"), whereby U.S. Bank agreed to make loans and advances of credit to
Borrower on the terms and conditions set forth therein.

               B. On or about July 25, 1996, U.S. Bank and Borrower entered into
a First Amendment to the Credit Agreement ("First Amendment").

               C. In accordance with an August 8, 1997, Amendment to Commitment
Letter Dated May 22, 1995, U.S. Bank and Borrower have agreed to extend the
Commitment Period (as that term is defined in the Credit Agreement) to June 5,
1999. The purpose of this Amendment is to set forth the terms and conditions of
U.S. Bank's and Borrower's agreement to extend the Commitment Period.

               NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:

                             ARTICLE I. DEFINITIONS

               As used herein, capitalized terms shall have the meanings given
to them in the Credit Agreement, except as otherwise defined or as to the
context otherwise requires.

                              ARTICLE II. AMENDMENT

               The Credit Agreement, as well as all of the other Loan Documents,
are hereby amended as set forth herein.




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Except as specifically provided for herein, all of the terms and conditions of
the Credit Agreement and each of the other Loan Documents shall remain in full
force and effect throughout the terms of the Loans, as well as any extensions or
renewals thereof.

                       ARTICLE III. EXTENSION OF REVOLVING
                             LOAN COMMITMENT PERIOD

               3.1 Commitment Period. Subject to and upon the terms and
conditions set forth in the Credit Agreement and herein, and in reliance upon
the representations, warranties, and covenants of Borrower contained in the
Credit Agreement or herein or made pursuant to the Credit Agreement or hereto,
Section 2.1 of the Credit Agreement is hereby amended to reflect that the
Commitment Period is extended from June 5, 1998 to June 5, 1999.

               3.2 Use of Proceeds. Section 2.2 of the Credit Agreement is
hereby amended to provide that proceeds of the Revolving Loan shall be used by
the Borrower for general corporate purposes, including financing of Capital
Expenditures in accordance with the terms of the Credit Agreement; provided
that, and subject to the other limitations set forth in Articles VII and VIII of
the Credit Agreement, usage of the Revolving Loan for an acquisition of all or
substantially all of the assets of a brewery or an investment in the capital
stock of a brewery is limited to $10,000,000.00 per occurrence and
$10,000,000.00 in the aggregate, without U.S. Bank's prior written consent.

               3.3 Repayment. Section 2.5(b) of the Credit Agreement is hereby
amended to reflect that Borrower shall pay all outstanding principal, accrued
interest, and other charges with respect to the Revolving Loan on or before June
5, 1999.

               3.4 Renewal Note. Concurrently with the extension of this
Amendment, Borrower shall execute and deliver to U.S. Bank a renewal promissory
note in the form attached hereto as Exhibit A, in substitution for, but not in
payment of, the Renewal Revolving Note dated July 25, 1996. The promissory note
to be executed by Borrower in substitution for, but not in payment of, the
existing Renewal Revolving Note shall, upon execution of this Amendment, be a
"Revolving Note" for all purposes of the Credit Agreement and the other Loan
Documents. The Renewal Revolving Note dated July 25, 1996, shall be marked
"renewed" and shall be retained by U.S. Bank until the Revolving Loan has been
paid in full and U.S. Bank's




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commitment to make advances under the Revolving Loan has terminated.

               3.5 Tangible Net Worth. Section 7.15(b) of the Credit Agreement
is hereby amended to change the dollar amount to $70,000,000.00 from
$35,000,000.00.

               3.6    Cash Flow.  The term "Cash Flow" in Section 1.1 is now
        defined as follows: "Cash Flow" means, for any period, Net Income for
        such period, plus depreciation and amortization for such period, plus
        Interest Expense for such period, plus increases in deferred tax
        accounts for such period, less increases in noncurrent assets not funded
        with new equity or new long-term Consolidated Indebtedness for such
        period or not funded with Borrower's own cash that was available at the
        beginning of such period, and less dividends and distributions paid to
        Borrower's shareholders during such period other than the extraordinary
        dividend declared and paid by Borrower in December 1994.

                        ARTICLE IV. CONDITIONS PRECEDENT

               U.S. Bank shall have no obligation to extend the Commitment
Period unless the following conditions have been fulfilled to the satisfaction
of U.S. Bank:

               (a) U.S. Bank shall have received this Amendment and the renewal
promissory note in the form attached hereto as Exhibit A, duly executed and
delivered by Borrower.

               (b) U.S. Bank shall have received a nonrefundable fee in the
amount of $18,750 for the extension of the Revolving Loan's Commitment Period.

               (c) There shall not then exist any Default or Event of Default
hereunder as of the date hereof.

               (d) All representations and warranties of Borrower contained
herein or made in writing in connection herewith shall be true and correct as of
the date hereof.

               (e) There shall have been no material adverse change in the
financial condition of Borrower subsequent to June 30, 1997.




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                          ARTICLE V. GENERAL PROVISIONS

               5.1 Representations and Warranties. Borrower hereby represents
and warrants to U.S. Bank that as of the date of this Amendment, there exists no
Default or Event of Default. All representations and warranties of Borrower
contained in the Credit Agreement and the other Loan Documents, or otherwise
made in writing in connection therewith, are true and correct as of the date of
this Amendment. Borrower acknowledges and agrees that all of Borrower's
Indebtedness to U.S. Bank is payable without offset, defense, or counterclaim.

               5.2 Guaranties. The parties hereby acknowledge and agree that all
guaranties now existing and hereafter obtained by U.S. Bank shall remain in full
force and effect, are valid and enforceable in accordance with their terms, and
are not subject to offset, defense, or counterclaim.

               5.3 Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original agreement, but all of
which together shall constitute one and the same agreement.

               5.4 Statutory Notice. ORAL AGREEMENTS AND ORAL COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.

               IN WITNESS WHEREOF, U.S. Bank and Borrower have caused this
Amendment to be duly executed by their respective duly authorized signatories as
of the date first above written.

                                       REDHOOK ALE BREWERY,
                                       INCORPORATED

                                            [SIG]
                                       By:______________________________________
                                            Bradley A. Berg,
                                            Executive Vice President
                                            and Chief Financial Officer

                                       U.S. BANK NATIONAL ASSOCIATION

                                            [SIG]
                                       By:______________________________________
                                            Thomas G. Gunder, Vice President





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               By execution of this Amendment, the undersigned Guarantor
approves of the changes to the Credit Agreement set forth herein, agrees to be
bound by Section 5.2 herein, reaffirms its Guaranty, and acknowledges and agrees
that its obligations under its Guaranty is not subject to any defense, offset,
or counterclaim.



                                       REDHOOK OF NEW HAMPSHIRE, INC.

                                            [SIG]
                                       By:______________________________________
                                            Bradley A. Berg,
                                            Executive Vice President

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                                   EXHIBIT A
                             to Second Amendment to
                     Amended and Restated Credit Agreement

                             RENEWAL REVOLVING NOTE

$10,000,000                                                _______________, 1997

     For value received, the undersigned, REDHOOK ALE BREWERY, INCORPORATED,
a Washington corporation ("Borrower"), promises to pay to the order of 
U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), at its principal place of
business, 1420 Fifth Avenue, Seattle, Washington 98101, or such other place or
places as the holder hereof may designate in writing, the principal sum of Ten
Million Dollars ($10,000,000) or so much thereof as advanced by U.S. Bank in
lawful immediately available money of the United States of America, in
accordance with the terms and conditions of that certain amended and restated
credit agreement dated as of June 6, 1995, by and between Borrower and U.S.
Bank (together with all supplements, exhibits, modifications, and amendments
thereto, including the first amendment to amended and restated credit agreement
of even date herewith, the "Credit Agreement"). Borrower also promises to pay
interest on the unpaid principal balance hereof, commencing as of the date
hereof, in like money in accordance with the terms and conditions and at the
rate or rates provided for in the Credit Agreement. All principal, interest,
and other charges are due and payable in full on June 5, 1999.

     Borrower and all endorsers, sureties, and guarantors hereof jointly and
severally waive presentment for payment, demand, notice of nonpayment, notice of
protest, and protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, dishonor, or enforcement of the
payment of this Note except such notices as are specifically required by this
Note or by the Credit Agreement, and they agree that the liability of each of
them shall be unconditional without regard to the liability of any other party
and shall not be in any manner affected by any indulgence, extension of time,
renewal, waiver, or modification granted or consented to by U.S. Bank. Borrower
and all endorsers, sureties, and guarantors hereof (1) consent to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
U.S. Bank


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with respect to the payment or other provisions of this Note and the Credit
Agreement; (2) consent to the release of any property now or hereafter
securing this Note with or without substitution; and (3) agree that additional
makers, endorsers, guarantors, or sureties may become parties hereto without
notice to them and without affecting their liability hereunder.

     This Note is the Revolving Note referred to in the Credit Agreement and as
such is entitled to all of the benefits and obligations specified in the Credit
Agreement, including but not limited to any conditions to making advances
hereunder. Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
repayment of this Note and the acceleration of the maturity hereof.

                                        REDHOOK ALE BREWERY,
                                        INCORPORATED

                                        BY:
                                            ----------------------------
                                            Bradley A. Berg,
                                            Executive Vice President
                                            and Chief Financial 
                                            Officer









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