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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
     to
 Commission File Number 0-26542
 REDHOOK ALE BREWERY, INCORPORATED
 (Exact name of registrant as specified in its charter)
 Washington(State of incorporation)
    
    91-1141254(I.R.S. Employer
Identification Number)
 14300 NE 145thStreet, Suite 210
Woodinville, Washington(Address of principal executive offices)
    
    98072-6950(Zip Code)
 (425) 483-3232  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.005 Per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
 None.  (Title of Class)
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 þ  o
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  Large
accelerated
 filer o
    
    Accelerated filer o
    
    Non-accelerated filer
o
(Do not check if a smaller
reporting company)
    
    Smaller reporting
Companyþ
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DOCUMENTS INCORPORATED BY REFERENCE
  (1)
    
    Excludes shares held of record on that date by directors and
executive officers and greater than 10% shareholders of the
registrant. Exclusion of such shares should not be construed to
indicate that any such person directly or indirectly possesses
the power to direct or cause the direction of the management of
the policies of the registrant. 
   2




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EXPLANATORY NOTE
  3




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PART IV.
 Item 15. Exhibits and Financial Statement Schedules
 (a) Documents filed as part of this report are as follows:
 3. Exhibits
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SIGNATURES
  REDHOOK ALE BREWERY, INCORPORATEDBy:
    /s/ Jay T. CaldwellJay T. Caldwell, Chief Financial Officer and Treasurer 5




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EXHIBIT INDEX
  2.1
    
    Agreement and Plan of Merger between the Registrant and Widmer
Brothers Brewing Company, dated November 13, 2007 (incorporated by
reference from Exhibit 2.1 to the Registrants Current Report on
Form 8-K filed on November 13, 2007)2.2
    
    Form of Lock-Up Agreement to be delivered by certain of the
shareholders of Widmer Brothers Brewing Company (incorporated by
reference from Exhibit B to the Agreement and Plan of Merger dated
November 13, 2007, between the Registrant and Widmer Brothers
Brewing Company, which was filed as Exhibit 2.1 to the Registrants
Current Report on Form 8-K filed on November 13, 2007)3.1
    
    Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference from Exhibit 3.1 to the Registrants
Form 10-Q for the quarter ended June 30, 2004)3.2
    
    Amended and Restated Bylaws of the Registrant, dated November 30,
2007 (incorporated by reference from Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on December 5, 2007)10.1
    
    Amended and Restated Directors Stock Option Plan (incorporated by
reference from Exhibit 10.14 to the Registrants Registration
Statement on Form S-1, No. 33-94166)10.2
    
    Amendment dated as of February 27, 1996 to Amended and Restated
Directors Stock Option Plan (incorporated by reference from Exhibit
10.32 to the Registrants Form 10-Q for the quarter ended June 30,
1996)10.3
    
    Form of Stock Option Agreement for the Directors Stock Option Plan
(incorporated by reference from Exhibit 10.4 to the Registrants
Form 10-K for the year ended December 31, 2004)10.4
    
    1992 Stock Incentive Plan, approved October 20, 1992, as amended,
October 11, 1994 and May 25, 1995 (incorporated by reference from
Exhibit 10.16 to the Registrants Registration Statement on Form
S-1, No. 33-94166)10.5
    
    Amendment dated as of July 25, 1996 to 1992 Stock Incentive Plan,
as amended (incorporated by reference from Exhibit 10.33 to the
Registrants Form 10-Q for the quarter ended June 30, 1996)10.6
    
    Amendment dated as of February 27, 1996 to the 1992 Stock Incentive
Plan, as amended (incorporated by reference from Exhibit 10.31 to
the Registrants Form 10-Q for the quarter ended June 30, 1996)10.7
    
    Form of Stock Option Agreement for the 1992 Stock Incentive Plan,
as amended (incorporated by reference from Exhibit 10.8 to the
Registrants Form 10-K for the year ended December 31, 2004)10.8
    
    2002 Stock Option Plan (incorporated by reference from the Addendum
to the Registrants Proxy Statement for its 2002 Annual Meeting of
Shareholders)10.9
    
    Form of Stock Option Agreement (Directors Grants) for the 2002
Stock Option Plan (incorporated by reference from Exhibit 10.10 to
the Registrants Form 10-K for the year ended December 31, 2004)10.10
    
    Form of Stock Option Agreement (Executive Officer Grants) for the
2002 Stock Option Plan (incorporated by reference from Exhibit
10.11 to the Registrants Form 10-K for the year ended December 31,
2004)10.11
    
    2007 Stock Incentive Plan (incorporated by reference from the
Addendum to the Registrants Proxy Statement for its 2007 Annual
Meeting of Shareholders)10.12
    
    Letter of agreement regarding employment between the Registrant and
Paul Shipman, dated June 23, 2005 (incorporated by reference from
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
on June 28, 2005)10.13
    
    Employment Agreement between Registrant and Paul S. Shipman, dated
November 19, 2007 (incorporated by reference from Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed on November 21,
2007)10.14
    
    Amended and Restated Employment Agreement between the Registrant
and Paul S. Shipman, dated February 13, 2008 (incorporated by
reference from Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on February 19, 2008)10.15
    
    Letter of agreement regarding employment between the Registrant and
David Mickelson, dated June 23, 2005 (incorporated by reference
from Exhibit 10.2 to the Registrants Current Report on Form 8-K
filed on June 28, 2005)10.16
    
    Letter of agreement regarding employment between the Registrant and
Allen L. Triplett, dated December 6, 2005 (incorporated by
reference from Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on December 7, 2005)10.17
    
    Letter of agreement regarding employment between the Registrant and
Gerard C. Prial, dated December 6, 2005 (incorporated by reference
from Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on December 7, 2005)10.18
    
    Letter of agreement regarding employment between the Registrant and
Gerard C. Prial, dated February 12, 2008 (incorporated by reference
from Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on February 12, 2008)10.19
    
    Letter of agreement regarding employment between the Registrant and
Jay T. Caldwell, dated December 10, 2007 (incorporated by
reference from Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on December 12, 2007)
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10.20
    
    Summary Sheet of Director Compensation and Executive Cash
Compensation (incorporated by reference from Exhibit 10.20 to the
Registrants Form 10-K for the year ended December 31, 2007)10.21
    
    Purchasing Agreement dated as of November 21, 2002, between the
Registrant and Anheuser-Busch, Incorporated (incorporated by
reference from Exhibit 10.21 to the Registrants Form 10-K for the
year ended December 31, 2002)10.22
    
    Sublease between Pease Development Authority as Sublessor and the
Registrant as Sublessee, dated May 30, 1995 (incorporated by
reference from Exhibit 10.11 to the Registrants Registration
Statement on Form S-1, No. 33-94166)10.23
    
    Assignment of Sublease and Assumption Agreement dated as of July 1,
1995, between the Registrant and Redhook of New Hampshire, Inc.
(incorporated by reference from Exhibit 10.24 to the Registrants
Registration Statement on Form S-1, No. 33-94166)10.24
    
    Amended and Restated Credit Agreement between U.S. Bank of
Washington, National Association and the Registrant, dated June 5,
1995 (incorporated by reference from Exhibit 10.18 to the
Registrants Registration Statement on Form S-1, No. 33-94166)10.25
    
    First Amendment dated as of July 25, 1996, to Amended and Restated
Credit Agreement between U.S. Bank of Washington, National
Association and the Registrant, dated June 5, 1995 (incorporated by
reference from Exhibit 10.34 to the Registrants Form 10-Q for the
quarter ended September 30, 1996, No. 0-26542)10.26
    
    Second Amendment to Amended and Restated Credit Agreement between
U.S. Bank of Washington, National Association and the Registrant,
dated September 15, 1997 (incorporated by reference from Exhibit
10.35 to the Registrants Form 10-Q for the quarter ended September
30, 1997, No. 0-26542)10.27
    
    Third Amendment to Amended and Restated Credit Agreement between
U.S. Bank of Washington, National Association and the Registrant,
dated February 22, 1999 (incorporated by reference from Exhibit
10.38 to the Registrants Form 10-Q for the quarter ended March 31,
1999)10.28
    
    Fourth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated August 10,
2000 (incorporated by reference from Exhibit 10.42 to the
Registrants Form 10-Q for the quarter ended September 30, 2000)10.29
    
    Fifth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated June 19,
2001 (incorporated by reference from Exhibit 10.44 to the
Registrants Form 10-Q for the quarter ended June 30, 2001)10.30
    
    Sixth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated December
31, 2001 (incorporated by reference from Exhibit 10.45 to the
Registrants Form 10-K for the year ended December 31, 2001)10.31
    
    Seventh Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated June 21,
2002 (incorporated by reference from Exhibit 10.47 to the
Registrants Form 10-Q for the quarter ended June 30, 2002)10.32
    
    Eighth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated March 18,
2003 (incorporated by reference from Exhibit 10.1 to the
Registrants Form 10-Q for the quarter ended March 31, 2003)10.33
    
    Ninth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
October 31, 2003 (incorporated by reference from Exhibit 10.34 to
the Registrants Form 10-K for the year ended December 31, 2003)10.34
    
    Tenth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
February 9, 2004 (incorporated by reference from Exhibit 10.35 to
the Registrants Form 10-K for the year ended December 31, 2003)10.35
    
    Eleventh Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
September 28, 2004 (incorporated by reference from Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed on October 26,
2004)10.36
    
    Twelfth Amendment to Amended and Restated Credit Agreement between
U.S. Bank National Association and the Registrant, dated as of
January 30, 2006 (incorporated by reference from Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed on February 15,
2006)10.37
    
    Thirteenth Amendment to Amended and Restated Credit Agreement
between U.S. Bank National Association and the Registrant, dated as
of June 5, 2006 (incorporated by reference from Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on June 8, 2006)10.38
    
    Loan agreement between the Registrant and Bank of America, N.A.,
dated February 15, 2008 (incorporated by reference from Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on
February 19, 2008)10.39
    
    Exchange and Recapitalization Agreement dated as of June 30, 2004
between the Registrant and Anheuser-Busch, Incorporated
(incorporated by reference from Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on July 2, 2004)10.40
    
    Master Distributor Agreement dated as of July 1, 2004 between the
Registrant and Anheuser-Busch, Incorporated (incorporated by
reference from Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on July 2, 2004)
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10.41
    
    Registration Rights Agreement dated as of July 1, 2004 between the
Registrant and Anheuser-Busch, Incorporated (incorporated by
reference from Exhibit 10.3 to the Registrants Current Report on
Form 8-K filed on July 2, 2004)10.42
    
    Supply, Distribution and Licensing Agreement dated as of July 1,
2004 between the Registrant and Craft Brands Alliance LLC
(incorporated by reference from Exhibit 10.4 to the Registrants
Current Report on Form 8-K filed on July 2, 2004)10.43
    
    Master Distributor Agreement dated as of July 1, 2004 between Craft
Brands Alliance LLC and Anheuser-Busch, Incorporated (incorporated
by reference from Exhibit 10.5 to the Registrants Current Report
on Form 8-K filed on July 2, 2004)10.43
    
    Licensing Agreement dated as of February 1, 2003 between the
Registrant and Widmer Brothers Brewing Company (incorporated by
reference from Exhibit 10.1 to the Registrants Form 10-Q for
quarter ended March 31, 2006)10.44
    
    Amendment No. 1 to Licensing Agreement between Redhook Ale Brewery
and Widmer Brothers Brewing Company, dated as of June 2005
(incorporated by reference from Exhibit 10.44 to the Registrants
Form 10-K for the year ended December 31, 2007)10.45
    
    Amendment No. 2 to Licensing Agreement between Redhook Ale Brewery
and Widmer Brothers Brewing Company, dated as of March 1, 2008
(incorporated by reference from Exhibit 10.45 to the Registrants
Form 10-K for the year ended December 31, 2007)10.46
    
    Manufacturing and Licensing Agreement between the Registrant and
Widmer Brothers Brewing Company, dated as of August 28, 2006
(incorporated by reference from Exhibit 10.54 to the Form 10-K for
the year ended December 31, 2006)10.47
    
    Amendment No. 1 to Manufacturing and Licensing Agreement between
the Registrant and Widmer Brothers Brewing Company, dated as of
December 31, 2006 (incorporated by reference from Exhibit 10.55 to
the Form 10-K for the year ended December 31, 2006)10.48
    
    Amended and Restated Manufacturing and Licensing Agreement between
the Registrant and Widmer Brothers Brewing Company, dated February
28, 2008 (incorporated by reference from Exhibit 10.48 to the
Registrants Form 10-K for the year ended December 31, 2007)21.1
    
    Subsidiaries of the Registrant (Incorporated by reference from
Exhibit 21.1 to the Companys Registration Statement on Form S-1,
No. 33-94166)23.1
    
    Consent of Moss Adams LLP, Independent Registered Public Accounting
Firm (incorporated by reference from Exhibit 23.1 to the
Registrants Form 10-K for the year ended December 31, 2007)31.1
    
    Certification of Chief Executive Officer of Redhook Ale Brewery,
Incorporated pursuant to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of President and Chief Operating Officer of Redhook
Ale Brewery, Incorporated pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.3
    
    Certification of Chief Financial Officer of Redhook Ale Brewery,
Incorporated pursuant to Section 302 of the Sarbanes-Oxley Act of
200232.1
    
    Certification of Chief Executive Officer of Redhook Ale Brewery,
Incorporated pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference from Exhibit 32.1 to the Registrants
Form 10-K for the year ended December 31, 2007)32.2
    
    Certification of President and Chief Operating Officer of Redhook
Ale Brewery, Incorporated pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference from Exhibit 32.2 to the Registrants
Form 10-K for the year ended December 31, 2007)32.3
    
    Certification of Chief Financial Officer of Redhook Ale Brewery,
Incorporated pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference from Exhibit 32.3 to the Registrants
Form 10-K for the year ended December 31, 2007)
    
    Confidential treatment has been requested with respect to portions of
this exhibit. A complete copy of the agreement, including the redacted
terms, has been separately filed with the Securities and Exchange
Commission
 8