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                                                                   Exhibit 10.34


                                 NINTH AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

      This Ninth Amendment to Amended and Restated Credit Agreement
("Amendment"), effective as of October 31, 2003, is made and entered into by and
between REDHOOK ALE BREWERY, INCORPORATED, a Washington corporation
("Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, ("U.S. Bank"). Words and phrases with initial capital letters have
the meanings given to them in Article I of this Amendment.

                                    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.    Borrower and U.S. Bank have entered into eight amendments to the
Credit Agreement dated as of July 25, 1996; September 15, 1997; February 22,
1999; August 10, 2000; June 19, 2001; December 31, 2001; as of June 21, 2002 and
as of March 18, 2003, respectively.

      C.    Borrower and U.S. Bank have agreed to amend the Credit Agreement
again as set forth in this Amendment.

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

ARTICLE I. DEFINITIONS AND AMENDMENT

      1.1   DEFINED TERMS

      As used in this Amendment, words and phrases with initial capital letters
shall have the meanings given to them in the Credit Agreement, except as
otherwise defined herein, or as the context otherwise requires.

      1.2   INCORPORATION OF RECITALS

      The foregoing recitals are incorporated into this Amendment by reference.

      1.3   AMENDMENT

      The Credit Agreement and the other Loan Documents are hereby amended as
set forth herein. Except as specifically provided herein, all of the terms and
conditions of the Credit Agreement and each of the other Loan Documents and all
amendments thereto shall remain


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in full force and effect throughout the terms of the Loans and any extensions or
renewals thereof.

ARTICLE II. REVOLVING LOAN

      2.1   SECTION 2.1

      Section 2.1 of the Credit Agreement is amended, in part, to reduce
$10,000,000 to $2,000,000, less the aggregate amount of all Acquisition Loans
then outstanding ("Revolving Loan").

      2.2   SECTION 2.2

      Section 2.2 of the Credit Agreement is amended, in part, to reduce the
$10,000,000 per occurrence and $10,000,000 in the aggregate to $2,000,000 per
occurrence and $2,000,000 in the aggregate.

ARTICLE III. CONDITIONS PRECEDENT

      U.S. Bank shall have no obligation to modify the terms of the Credit
Agreement as provided in this Amendment unless the following conditions have
been fulfilled to the satisfaction of U.S. Bank:

      (a)   U.S. Bank shall have received this Amendment, duly executed and
delivered by Borrower.

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

      (c)   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.

      (d)   U.S. Bank shall have received a non-refundable loan fee in the
amount of $5,000.

      (e)   U.S. Bank shall have received, duly executed and delivered by
Borrower, such financing statements or other instruments, in form and substance
satisfactory to U.S. Bank, that U.S. Bank may deem appropriate to perfect its
security interests in any Collateral.

      (f)   All corporate proceedings of Borrower and its Subsidiaries shall be
satisfactory in form and substance to U.S. Bank, and U.S. Bank shall have
received all information and copies of all documents, including records of all
corporate proceedings, that U.S. Bank has requested in connection therewith,
such documents where appropriate to be certified by proper corporate authorities
or Governmental Bodies.


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ARTICLE IV. GENERAL PROVISIONS

      4.1   REPRESENTATIONS AND WARRANTIES

      Borrower hereby represents and warrants to U.S. Bank that, to the best
knowledge and belief of Borrower, 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, counterclaim or
claim of recoupment.

      4.2   SECURITY

      The parties acknowledge and agree that all security agreements, financing
statements, and other Loan Documents creating, perfecting, or evidencing U.S.
Bank's security interest in the Collateral shall remain in full force and effect
and shall secure and shall continue to secure payment and performance of all
Loans and other Indebtedness of Borrower to U.S. Bank

      4.3   GUARANTIES

      The parties hereby acknowledge and agree that all guaranties now existing
or 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, counterclaim or claim of recoupment.

      4.4   EXPENSES

      Borrower shall reimburse U.S. Bank for all of its out-of-pocket expenses
incurred in connection with this Amendment promptly upon demand. Such expenses
shall include, without limitation, reasonable attorney fees, examination
expenses, and filing fees.

      4.5   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.

      4.6   STATUTORY NOTICE

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


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

                                REDHOOK ALE BREWERY, INCORPORATED


                                By /s/  David J. Mickelson
                                   ------------------------
                                   David Mickelson, Executive Vice President


                                U.S. BANK NATIONAL ASSOCIATION


                                By /s/  Kevin Blair
                                   ------------------------
                                   Kevin Blair, Vice President

      By execution of this Amendment, the undersigned Guarantor approves of the
changes to the Credit Agreement set forth herein, reaffirms its Guaranty, and
acknowledges and agrees that its obligations under its Guaranty are not subject
to any defense, offset, counterclaim or claim of recoupment.

                                REDHOOK OF NEW HAMPSHIRE, INC.


                                By /s/  David J. Mickelson
                                   ------------------------
                                   David Mickelson, Executive Vice President


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