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EXHIBIT 3.1

                             CERTIFICATE OF OFFICER
                                       FOR
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                        REDHOOK ALE BREWERY, INCORPORATED

      The undersigned, a duly elected and qualified officer of Redhook Ale
Brewery, Incorporated, a Washington corporation (the "Corporation") hereby
delivers to the Secretary of State of Washington for filing Restated Articles of
Incorporation in duplicate, pursuant to RCW 23B.10.070.

      1.    The name of the Corporation is Redhook Ale Brewery, Incorporated.

      2.    The Restated Articles of Incorporation are attached as Exhibit A.

      3.    The Restated Articles of Incorporation do not contain any amendment
to the articles of incorporation.

      4.    The Restated Articles of Incorporation will be effective upon
filing.

      Dated: July 7th, 2004

                                            REDHOOK ALE BREWERY, INCORPORATED

                                            /s/  Douglass A. Raff
                                            ----------------------------
                                            Douglass A. Raff, Secretary

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EXHIBIT A

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                        REDHOOK ALE BREWERY, INCORPORATED

                          ARTICLE I. NAME AND DURATION

      The name of this corporation shall be REDHOOK ALE BREWERY, INCORPORATED,
and its existence shall be perpetual.

                         ARTICLE II. PURPOSES AND POWERS

                                    PURPOSES

      The purposes for which this corporation is organized are:

      1.    To brew and distribute malt beverages.

      2.    To engage in any lawful business which may be necessary or
advantageous to this corporation, in the judgment of the Board of Directors.

                                     POWERS

      To exercise any and all powers that a corporation formed under the Act, or
any amendment thereto or substitute therefor, is entitled at the time to
exercise.

                           ARTICLE III. CAPITAL STOCK

      The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is Sixty Million (60,000,000), of
which Fifty Million (50,000,000) shares shall be common stock, par value $0.005
per share, and Seven Million Four Hundred Sixty-seven Thousand Two Hundred
Seventy-one Million (7,467,271) shares shall be preferred stock, par value
$0.005 per share, issuable in one or more series.

      The Board of Directors is hereby expressly authorized, at any time and
from time to time, to divide any or all of the shares of preferred stock into
one or more series, and in the resolution or resolutions establishing a
particular series, before issuance of any of the shares thereof, to fix and
determine the number of shares and the designation of such series, so as to
distinguish it from the shares of all other series and classes, and to fix and
determine the preferences, voting rights, qualifications, privileges,
limitations, options, conversion rights, restrictions and other special or
relative rights of the preferred stock or of such series to the fullest extent
now or hereafter permitted by the laws of the State of Washington, including,
but not limited to, the variations between different series in the following
respects:

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            (i)   The distinctive designations of such series and the number of
shares which shall constitute such series, which number may be increased or
decreased (but not below the number of shares thereof then outstanding) from
time to time by the Board of Directors;

            (ii)  The annual dividend rate for such series, and the date or
dates from which dividends shall commence to accrue;

            (iii) The price or prices at which, and the terms and conditions on
which, the shares of such series may be made redeemable;

            (iv)  The purchase or sinking fund provisions, if any, for the
purchase or redemption of shares of such series;

            (v)   The preferential amount or amounts payable on shares of such
series in the event of the liquidation, dissolution or winding up of the
corporation;

            (vi)  The voting rights, if any, of shares of such series;

            (vii) The terms and conditions, if any, upon which shares of such
series may be converted and the class or classes of series of shares of the
corporation or other securities into which such shares may be converted;

            (viii) The relative seniority, parity or junior rank of such series
as to dividends or assets with respect to any other classes or series of stock
then or thereafter to be issued; and

            (ix)  Such other terms, qualifications, privileges, limitations,
options, restrictions and special or relative rights and preferences, if any, of
shares of such series as the Board of Directors may, at the time of such
resolution or resolution, lawfully fix and determine under the laws of the State
of Washington.

                        ARTICLE IV. NO PREEMPTIVE RIGHTS

      No Shareholder of this corporation shall have, as a shareholder, any
preemptive or preferential right or subscription right to any capital stock of
this corporation or to any securities or obligations convertible into capital
stock of this corporation, or to any warrant or option for the purchase thereof,
except:

            (A)   To the extent provided by resolution or resolutions of the
      Board of Directors establishing a series of preferred stock; or

            (B)   By written agreement between such holder and the corporation.

                    ARTICLE V. REGULATION OF INTERNAL AFFAIRS

      Provisions for the regulation of the internal affairs of the corporation
are as follows:

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                                     BYLAWS

      In furtherance of, and not in limitation of, the powers conferred by the
laws of the State of Washington, the Board of Directors is expressly authorized
to make, amend, and repeal the Bylaws of the corporation.

                                CUMULATIVE VOTING

      (a)   Shareholders of this corporation shall have the right to cumulate
votes with respect to all elections of directors for the corporation (i) held at
any time that the corporation is not subject to the reporting requirements of
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or (ii) held while the corporation is subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act, if
prior to the record date for the shareholder meeting at which such election is
to be held (1) the corporation or an Acquiring Person shall have publicly
announced that an Acquiring Person has become an Acquiring Person or the
corporation (including without limitation the corporation's directors) shall
have received any notice or information (including without limitation any
written consent or notice related thereto) from the Acquiring Person indicating
or reflecting that the Acquiring Person has become an Acquiring Person and
neither the corporation nor the Acquiring Person shall have publicly announced
that such Acquiring Person has ceased to be an Acquiring Person and (2) the
standstill obligations of Anheuser-Busch, Incorporated ("ABI"), as set forth in
Section 5.3 of the Investment Agreement dated October 18, 1994 between the
corporation and ABI shall have expired or otherwise been terminated.
Shareholders shall not have the right to accumulate votes with respect to any
elections of directors held while the corporation is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, except as provided in
Section (a)(ii) above.

      (b)   "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
30% or more of the shares of Common Stock of the corporation then outstanding,
but shall not include any employee benefit plan of the corporation or any
subsidiary of the corporation or any Person organized, appointed or established
by the corporation or such subsidiary for or pursuant to the terms of any such
employee benefit plan. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of a decrease in the aggregate number of shares
outstanding, or considered outstanding for purposes of this Section, which
thereby increases the proportionate number of shares Beneficially Owned by such
Person to 30% or more of the shares of Common Stock of the corporation then
outstanding, provided, however, that if a Person shall become the Beneficial
Owner of 30% or more of the shares of Common Stock of the corporation by reason
of a decrease in the aggregate number of shares outstanding, and shall, after
such decrease, become the beneficial owner of additional shares of Common Stock,
and shall beneficially own, immediately after such acquisition, 30% or more of
the corporation's Common Stock, then such Person shall be deemed to be an
Acquiring Person.

      (c)   "Affiliate" and "Associate," when used with reference to any Person,
shall

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have the respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as in effect on the date of this Agreement.

      (d)   A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:

            (i)   which such Person or any of such Person's Affiliates or
      Associates, directly or indirectly, has the right to acquire within 60
      days of such time pursuant to any agreement, arrangement or understanding
      (whether or not in writing), or upon the exercise of conversion rights,
      exchange rights, warrants or options, or otherwise; provided, however,
      that a Person shall not be deemed the "Beneficial Owner" of, or to
      "beneficially own," securities tendered pursuant to a tender or exchange
      offer made by or on behalf of such Person or any of such Person's
      Affiliates or Associates until such tendered securities are accepted for
      payment or exchange;

            (ii)  which such Person or any of such Person's Affiliates or
      Associates, directly or indirectly, has the right to vote or dispose of or
      has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the
      General Rules and Regulations under the Exchange Act), including pursuant
      to any agreement, arrangement or understanding (whether or not in
      writing); provided, however, that a Person shall not be deemed the
      "Beneficial Owner" of, or to "beneficially own," any security under this
      subparagraph (ii) as a result of an agreement, arrangement or
      understanding to vote such security (A) arising solely from a revocable
      proxy or consent given in response to a public proxy or consent
      solicitation made pursuant to, and in accordance with, the Exchange Act
      and the applicable rules and regulations thereunder, or (B) made in
      connection with, or to otherwise participate in, a proxy or consent
      solicitation made, or to be made, pursuant to, and in accordance with, the
      applicable provisions of the Exchange Act and the applicable rules and
      regulations thereunder, whether or not such agreement, arrangement or
      understanding described in clause (A) or (B) above, is also then
      reportable by such Person on Schedule 13D under the Exchange Act (or any
      comparable or successor report); or

            (iii) which are beneficially owned, directly or indirectly, by any
      other Person (or any Affiliate or Associate thereof) with which such
      Person or any of such Person's Affiliates or Associates has any agreement,
      arrangement or understanding (whether or not in writing) for the purpose
      of acquiring, holding, voting (except pursuant to a revocable proxy as
      described in clause (A) to subparagraph (ii) of this paragraph (d)) or
      disposing of any voting securities of the corporation; provided, however,
      that nothing in this paragraph (d) shall cause a person engaged in
      business as an underwriter of securities to be the "Beneficial Owner" of,
      or to "beneficially own," any securities acquired through such person's
      participation in good faith in a firm commitment underwriting until the
      expiration of forty days after the date of such acquisition.

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      (e)   "Person" shall mean any individual, firm, corporation, partnership,
trust or other entity and shall include any successor (by merger or otherwise)
of such entity, but shall not include the corporation or a subsidiary of the
corporation or other Person controlled by the corporation.

      (f)   Common Stock "beneficially owned" by a Person which is not
outstanding shall be deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class beneficially owned by such
Person but shall not be deemed to be outstanding for the purpose of computing
the percentage beneficially owned by any other person, provided, however, that
for purposes of determining the total number of outstanding shares of Common
Stock in calculating beneficial ownership, all shares of Common Stock issuable
upon conversion of outstanding securities entitled to vote with respect to the
election of directors of the corporation shall be deemed outstanding, provided
further, that if any Person beneficially owns capital stock of the corporation
entitled to vote for the election of directors, and such stock is not
convertible into Common Stock, or is entitled to more than one vote for each
share of Common Stock issuable upon conversion of such stock, for purposes of
this section such Person shall be deemed to beneficially own that number of
shares of Common Stock equal to the number of votes such Person would be
entitled to cast for the election of directors.

                               DUTIES OF DIRECTORS

      A director shall perform his duties as a director, including his duties as
a member of any committee of the Board on which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of the corporation,
and with such care as an ordinarily prudent person in a like position would use
under similar circumstances. In performing his duties, a director shall be
entitled to rely on information, opinions, reports, or statements, including
financial statements or other financial data, in each case prepared or presented
by:

      (a)   One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;

      (b)   Counsel, public accountants, or other persons as to matters which
the director reasonably believes to be within such persons' professional or
expert competence; or

      (c)   A committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Articles of Incorporation or
the Bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence; but he shall not be considered
to be acting in good faith if he has knowledge concerning the matter in question
that would cause such reliance to be unwarranted. A person who so performs his
duties shall have no liability by reason of being or having been a director of
the corporation.

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                              CONFLICTS OF INTEREST

      Subject to the limitations set forth below, the corporation may enter into
contracts and otherwise transact business as vendor, purchaser, lender,
borrower, or otherwise with its directors and shareholders and with
corporations, associations, firms, and entities in which they are or may be or
become interested as directors, officers, shareholders, members, or otherwise;
provided, that the requirements of RCW 23B.08.720, 23B.08.730, 23B.17.020, or
23B.19.040 are met, to the extent any of such sections is applicable. If those
requirements are met, then any such contract or transaction shall not be
affected or invalidated or give rise to liability by reason of the director's or
shareholder's having an interest in the contract or transaction.

                          RATIFICATION BY SHAREHOLDERS

      Any contract, transaction, or act of the corporation or of the Board of
Directors or of any officers of the corporation which shall be ratified by a
majority vote of the shares of the corporation present at any annual meeting or
any special meeting called for such purpose, at which a quorum is present,
shall, insofar as permitted by law, be as valid and as binding as though
ratified by every shareholder of the corporation.

                      INDEMNIFICATION; LIABILITY INSURANCE

      (a)   The capitalized terms in this paragraph shall have the meanings set
forth in RCW 23B.08.500.

      (b)   The Corporation shall indemnify and hold harmless each individual
who is or was a Director or officer of the Corporation or who, while a Director
or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against any and all Liability,
including reimbursement and advances of reasonable Expenses, incurred with
respect to a Proceeding, to the fullest extent permitted by law, without regard
to the limitations in RCW 23B.08.510 through 23B.08.550; provided that no such
indemnity shall indemnify any Director or officer from or on account of (1) acts
or omissions of the Director or officer finally adjudged to be intentional
misconduct or a knowing violation of law; (2) conduct of the Director or officer
finally adjudged to be in violation of RCW 23B.08.310; or (3) any transaction
with respect to which it was finally adjudged that such Director or officer
personally received a benefit in money, property, or services to which the
Director or officer was not legally entitled. If, after the effective date of
this paragraph, the Act is amended to authorize further indemnification of
Directors or officers, then Directors and officers of the Corporation shall be
indemnified to the fullest extent permitted by the Act as so amended. To the
extent permitted by law, the rights to indemnification and advance of reasonable
Expenses conferred in this paragraph shall not be exclusive of any other right
which any individual may have or hereafter acquire under any statute, provision
of the Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise. The right to indemnification conferred in this paragraph shall be a
contract right upon which each Director or officer

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shall be presumed to have relied in determining to serve or to continue to serve
as such. Any amendment to or repeal of this paragraph shall not adversely affect
any right or protection of a Director or officer of the Corporation for or with
respect to any acts or omissions of such Director or officer occurring prior to
such amendment or repeal.

      (c)   The Corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
Corporation or, who, while a director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against Liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the Corporation would have power to indemnify
the individual against such Liability under RCW 23B.08.510 or 23B.08.520.

      (d)   If any provision of this paragraph or any application thereof shall
be invalid, unenforceable, or contrary to applicable law, the remainder of this
paragraph, and the application of such provisions to individuals or
circumstances other than those as to which it is held invalid, unenforceable, or
contrary to applicable law, shall not be affected thereby.

                  RELEASE OF DIRECTORS FROM PERSONAL LIABILITY

      To the fullest extent permitted by the Act, as it exists on the date
hereof or may hereafter be amended, a director of this corporation shall not be
personally liable to the corporation or its shareholders for monetary damages
for conduct as a director. Any amendment to or repeal of this paragraph shall
not adversely affect a director of this corporation with respect to any conduct
of such director occurring prior to such amendment or repeal.

                                SPECIAL MEETINGS

      At any time when the corporation is subject to the reporting requirements
of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, special meetings of the shareholders for any purpose or purposes may be
called at any time only by a majority of the Board of Directors, the Chairman of
the Board (if one be appointed), the President or one or more shareholders
holding not less than twenty-five percent (25%) of all of the shares entitled to
be cast on any issue proposed to be considered at that meeting.

                           VOTING ON CORPORATE CHANGES

      Pursuant to the authority granted under Sections 23B.10.030, 23B.11.030,
23B.12.020 and 23B.14.020 of the Washington Business Corporation Act, the vote
of shareholders of this corporation required to approve an amendment to the
Articles of Incorporation, a plan of merger or share exchange, the sale, lease,
exchange or other disposition of all or substantially all of the property of the
corporation not in the usual and regular course of business, or dissolution of
the corporation, shall be a majority of

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all the votes entitled to be cast with respect to such matter.

      Dated this 7th day of July, 2004.

                                           REDHOOK ALE BREWERY, INCORPORATED

                                           By: /s/  Douglass A. Raff
                                               ---------------------------------
                                               Douglass A. Raff, Secretary

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