UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


[ X ]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended      June 28, 1997

OR

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

              For the transition period from ..........to..........

                         Commission file number: 1-14092

                          THE BOSTON BEER COMPANY, INC.
             (Exact name of registrant as specified in its charter)

MASSACHUSETTS                                                   04-3284048
(State or other jurisdiction of incorporation                (I.R.S. Employer
     or organization)                                       Identification No.)

                   75 Arlington Street, Boston, Massachusetts
                    (Address of principal executive offices)
                                      02116
                                   (Zip Code)

                                 (617) 368-5000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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

Number of shares outstanding of each of the issuer's classes of common stock, as
of July 31, 1997:

       Class A Common Stock, $.01 par value               16,310,179
       Class B Common Stock, $.01 par value                4,107,355
       (Title of each class)                            (Number of shares)


<PAGE>
                          THE BOSTON BEER COMPANY, INC.
                                    FORM 10-Q

                                QUARTERLY REPORT
                                  JUNE 28, 1997

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                        PAGE


         Item 1.  Consolidated Financial Statements

                  Consolidated Balance Sheets
                  June 28, 1997 and December 28, 1996                   3

                  Consolidated Statements of Operations for the
                  Three and Six Months Ended June 28, 1997 and
                  June 29, 1996                                         4

                  Consolidated Statements of Cash Flows for the
                  Six Months Ended June 28, 1997 and
                  June 29, 1996                                         5

                  Notes to Consolidated Financial Statements          6-8


         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations      9-12


PART II. OTHER INFORMATION


         Item 1.  Legal Proceedings                                    13


         Item 2.  Changes in Securities                                13


         Item 3.  Defaults Upon Senior Securities                      13


         Item 4.  Submission of Matters to a Vote of
                  Security Holders                                  13-14


         Item 5.  Other Information                                    14


         Item 6.  Exhibits and Reports on Form 8-K                  14-42

SIGNATURES                                                             43

<PAGE>
                          THE BOSTON BEER COMPANY, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
                                   (unaudited)

                                                June 28,          December 28,
                                                  1997                1996
                                          -----------------   -----------------

ASSETS
     Current Assets:

              Cash and cash equivalents             $-              $5,060
              Short term investments            36,322              35,926
              Accounts receivable               23,554              18,109
              Allowance for doubtful accounts   (1,992)             (1,930)
              Inventories                       16,192              13,002
              Prepaid expenses                   1,069                 674
              Deferred income taxes              2,968               2,968
              Other current assets               1,552               3,882
                                          -----------------   -----------------
                  Total current assets          79,665              77,691

              Restricted investments               627                 611
              Equipment and leasehold 
               improvements, at cost            32,618              21,043
              Accumulated depreciation          (8,399)             (6,412)
              Deferred income taxes                151                 151
              Other assets                       3,403               3,469
                  Total assets                $108,065             $96,553
                                          =================   =================

LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
              Accounts payable                 $12,611             $17,783
              Line of credit                    13,061                   -
              Accrued expenses                  12,431              12,064
              Current maturities of 
               long-term debt                    1,875                  75
                                          -----------------   -----------------
               Total current liabilities        39,978              29,922

    Long-term debt, less current maturities          -               1,800

              Commitments and Contingencies          -                   -
     Stockholders' Equity:

<PAGE>
      Class A Common Stock, $.01 par value;
       20,300,000 shares authorized;  16,301,848 
       and 15,972,058 issued and outstanding as
       of June 28, 1997 and December 28, 1996, 
       respectively                                163                 160
      Class B Common Stock, $.01 par value;
       4,200,000 shares authorized; 4,107,355
       issued and outstanding as of June 28, 
       1997 and December 28, 1996                   41                  41
      Additional paid-in-capital                56,013              55,391
      Unearned compensation                       (271)               (363)
      Unrealized loss on investments 
       in marketable securities                   (850)               (442)
      Unrealized (loss) gain on forward 
       exchange contract                           (37)                  31
      Retained earnings                          13,028              10,013
      Total stockholders' equity                 68,087              64,831
                                          -----------------   -----------------
      Total liabilities and 
       stockholders' equity                    $108,065             $96,553
                                          =================   =================

     The accompanying notes are an integral part of the financial statements

<PAGE>
                          THE BOSTON BEER COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                           Three months ended
                                                      -----------------------------------------------------------------
<S>                                                  <C>             <C>                  <C>              <C>    <C>    

                                                        June 28,        June 29,          June 28,          June 29,
                                                          1997            1996              1997              1996
                                                      ------------    -------------     -------------     -------------

Sales                                                      $57,158          $60,583          $103,957          $108,859
Less excise taxes                                            7,320            6,512            12,264            11,659
                                                      ------------    -------------     -------------     -------------
Net sales                                                   49,838           54,071            91,693            97,200
Cost of sales                                               24,671           27,065            46,578            48,930
                                                      ------------    -------------     -------------     -------------
Gross profit                                                25,167           27,006            45,115            48,270

Operating expenses:
Advertising, promotional and selling expenses               19,829           20,340            34,387            34,370
General and administrative expenses                          3,097            2,867             6,027             5,849
          Total operating expenses                          22,926           23,207            40,414            40,219
                                                      ------------    -------------     -------------     -------------
Operating income                                             2,241            3,799             4,701             8,051

Other income (expense):
Interest income                                                438              435               889               933
Interest expense                                             (249)             (68)             (357)             (125)
Other income (expense), net                                    115                3               122               (4)
                                                      ------------    -------------     -------------     -------------
          Total other income                                   304              370               654               804

Income before income taxes                                   2,545            4,169             5,355             8,855
Provision for income taxes                                   1,110            1,808             2,340             3,854
                                                      ------------    -------------     -------------     -------------
Net income                                                  $1,435           $2,361            $3,015            $5,001
                                                      ============    =============     =============     =============

Net income per common and
  common equivalent share                                    $0.07            $0.12             $0.15             $0.25
                                                      ============    =============     =============     =============

Weighted average number of common
  and common equivalent shares                              20,466           20,320            20,424            20,284
                                                      ============    =============     =============     =============

</TABLE>


     The accompanying notes are an integral part of the financial statements

<PAGE>
                          THE BOSTON BEER COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

                                                         Six months ended
                                                    June 28,           June 29,
                                                      1997               1996
                                                ------------       ------------
Cash flows from operating activities:
Net income                                          $3,015             $5,001

Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                1,886              1,144
        Bad debt expense                                83                544
        Stock option compensation expense              123                 75
        Changes in assets and liabilities:
        Accounts receivable                         (5,466)            (9,814)
        Inventory                                   (3,190)            (2,643)
        Prepaid expenses                              (395)              (617)
        Other current assets                           767              1,526
        Other assets                                    66                  7
        Accounts payable                            (5,172)              5,696
        Accrued expenses                               367              1,766
                                                ------------       ------------
Total adjustments                                  (10,931)            (2,316)
                                                ------------       ------------
Net cash (used in) provided by 
 operating activities                               (7,916)              2,685
                                                ------------       ------------

Cash flows for investing activities:

        Purchases of fixed assets                  (10,012)            (4,892)
        Purchases of government securities            (802)                  -
        Purchases of restricted investments           (625)              (614)
        Proceeds from maturities of 
          restricted investments                       609                597
                                                ------------       ------------
Net cash (used in) investing activities             (10,830)            (4,909)
                                                ------------       ------------

Cash flows from financing activities:
        Proceeds from exercise of management 
          incentive options                             602                 97

        Proceeds from sale of common stock 
          under stock purchase plan                      23                  -

        Net borrowings under line of credit          13,061                  -
                                                ------------       ------------
Net cash provided by financing activities            13,686                 97
                                                ------------       ------------
Net decrease in cash and cash equivalents            (5,060)            (2,127)
                                                ------------       ------------
Cash and cash equivalents at beginning of period      5,060             36,607
                                                ------------       ------------
Cash and cash equivalents at end of period               $-            $34,480
                                                ============       ============
Supplemental disclosure of cash flow information:
Interest paid                                          $295               $113
                                                ============       ============
Taxes paid                                           $4,535             $3,364
                                                ============       ============

     The accompanying notes are an integral part of the financial statements

<PAGE>

                          THE BOSTON BEER COMPANY, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.       BASIS OF PRESENTATION:

The Boston Beer  Company,  Inc.  (the  "Company")  is engaged in the business of
brewing,  marketing,  and selling  beer and ale products  throughout  the United
States and select international markets. The accompanying consolidated financial
position as of June 28, 1997 and the results of its consolidated  operations and
consolidated cash flows for the interim periods ended June 28, 1997 and June 29,
1996 have been  prepared by the  Company,  without  audit,  in  accordance  with
generally accepted accounting  principles for interim financial  information and
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted  accounting  principles for complete financial  statements
and should be read in conjunction with the audited financial statements included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  28,
1996.

Utilization of Estimates
To prepare the  financial  statements  in  conformity  with  generally  accepted
accounting principles,  management is required to make estimates and assumptions
that affect the reported  amounts of assets,  liabilities  and the disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
the reported  amounts of revenue and expense  during the  reporting  period.  In
particular,  the Company records reserves for estimated product returns, for the
valuation of inventory, and regarding the collectibility of accounts receivable.
Actual  results  could  differ  from  the  estimates  and  assumptions  used  by
management.

Reclassifications
Beginning in the fourth quarter of 1996,  certain expenses which were previously
classified  as  general  and   administrative   expenses  were  reclassified  as
advertising,  promotional,  and selling  expenses.  All prior  period  financial
information  has been  reclassified  to conform  with the current  presentation.
Certain  other period  amounts have also been  reclassified  to conform with the
current year's presentation.

Management's Opinion
In the  opinion  of the  management  of the  Company,  the  Company's  unaudited
consolidated  financial  position  as of June 28,  1997 and the  results  of its
consolidated  operations  and  consolidated  cash flows for the interim  periods
ended June 28, 1997 and June 29, 1996, reflect all adjustments  (consisting only
of normal and recurring  adjustments) necessary to present fairly the results of
the interim  periods  presented.  The operating  results for the interim periods
presented are not  necessarily  indicative of the results  expected for the full
year.


B.       SHORT TERM INVESTMENTS:

Short term investments  include  marketable  equity  securities having a cost of
$4,288,000  and  $4,286,000  and a market value of $3,438,000  and $3,844,000 at
June  28,  1997  and  December  28,  1996,  respectively.  This  resulted  in an
unrealized  loss of $850,000 and $442,000 at the end of respective  periods.  In
addition,  the Company has investments in U.S.  Government  securities  having a
cost of  $32,884,000  and  $32,082,000  at June 28, 1997 and  December 28, 1996,
respectively, which approximate fair value.

<PAGE>  
                          THE BOSTON BEER COMPANY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


C.       INVENTORIES:

Inventories, which consist principally of hops, brewery materials and packaging,
are stated at the lower of cost,  determined  on a  first-in,  first-out  (FIFO)
basis, or market.

Inventories consist of the following (in thousands):


                                                June 28,          December 28,
                                                 1997                  1996
                                        ----------------      -----------------

Raw materials, principally hops               $14,464                $12,677
Work in process                                   995                      0
Finished goods                                    733                    325
                                        ----------------      -----------------
                                              $16,192                $13,002
                                        ================      =================

D.       FINANCIAL INSTRUMENTS:

During  1996 and  1997,  the  Company  entered  into  several  forward  exchange
contracts to reduce exposure to currency  movements  affecting  existing foreign
currency  denominated assets,  liabilities,  and firm commitments.  The contract
durations match the durations of the currency positions. The future value of the
contracts and the related  currency  positions are subject to offsetting  market
risk  resulting from foreign  currency  exchange rate  volatility.  The combined
carrying  amounts of the contracts  totaled  $1,059,500 at June 28, 1997.  There
were no realized  gains or losses on the  contracts in the six months ended June
28, 1997.


E.   DEBT

On March 21, 1997, the Company  entered into a credit  agreement to increase its
existing  $14,000,000 line of credit to $15,000,000 ("the $15,000,000 line") and
to establish an additional  $30,000,000 line of credit ("the $30,000,000 line").
On March 31, 1999,  the  $15,000,000  line  expires and the balance  outstanding
under the $30,000,000  line converts to a term note.  Principal  payments on the
term note are payable in twenty quarterly  installments,  with the final payment
due at maturity,  December 31, 2003. Through March 31, 1999, interest is payable
quarterly on both the $15,000,000 and $30,000,000 lines at either the Prime Rate
or the applicable  Adjusted Libor Rate plus .50%. After March 31, 1999, interest
on the term note is payable quarterly at either the Prime Rate or the applicable
Adjusted Libor Rate plus .75%.


At June 28, 1997,  $13,061,000 and $0 are outstanding  under the $15,000,000 and
$30,000,000 lines, respectively,  at an interest rate of 7.35%. The Company must
pay a commitment  fee of .15% per annum on the average  daily unused  portion of
the total $45,000,000 commitment. Additionally, the Company is obligated to meet
certain  financial  covenants,  including the maintenance of specified levels of
tangible net worth and net income.

The Company paid the  remaining  $1,875,000  owed under the MIFA loan as of July
15, 1997, at the prepayment penalty rate, 103% of the outstanding balance net of
unused loan proceeds.


<PAGE> 
                          THE BOSTON BEER COMPANY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


F.   RECENT ACCOUNTING STANDARDS:

In February,  1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS 128) and No.
129,  "Disclosure of Information  About Capital  Structure" (SFAS 129). SFAS 128
specifies the computation, presentation and disclosure requirements for earnings
per share and is designed to improve earnings per share information and increase
comparability of per share data on an international basis. SFAS 129 requires the
disclosure of certain  information  about an entity's  capital  structure  which
would  include  a brief  discussion  of rights  and  privileges  for  securities
outstanding.  These standards will be effective for financial statements periods
ending after December 15, 1997.

The Company has reviewed the adoption and impact of SFAS No. 128,  "Earnings Per
Share" and SFAS No. 129,  "Disclosure of Information  About Capital  Structure",
but does not expect either recent accounting  standard to have a material impact
on the Company's results of operations or its financial position.

<PAGE>


                          THE BOSTON BEER COMPANY, INC.


I
tem 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS


The  following  is a  discussion  of the  financial  condition  and  results  of
operations  of the Company for the three and  six-month  periods  ended June 28,
1997 as compared to the three and  six-month  periods  ended June 29,  1996.  It
should be read in conjunction with the  "Consolidated  Financial  Statements" of
the Company and related  "Notes to the  Financial  Statements"  included in this
Form 10-Q. On March 1, 1997, the Company acquired all of the equipment and other
brewery related personal  property of an independent  brewing company located in
Cincinnati,  Ohio.  Brewery operations are currently managed by the Samuel Adams
Brewery Company,  Ltd., a wholly owned affiliate of the Company.  The results of
operations  of the Samuel  Adams  Brewery  Company,  Ltd.  are  included  in the
accompanying consolidated financial statements since the date of acquisition.


RESULTS OF OPERATIONS

Three Months Ended June 28, 1997 compared to Three Months Ended June 29, 1996

Sales volume  increased by 13.5% from 341,000  barrels in the three months ended
June 29, 1996 to 387,000  barrels in the three months ended June  28,1997.  This
increase was due to the inclusion of 72,000  barrels,  in 1997,  from the Samuel
Adams Brewery  Company,  Ltd.  Despite the increase in sales  volume,  net sales
decreased by 7.8% from $54,071,000 in the three month period ended June 29, 1996
to  $49,838,000  in the  three  month  period  ended  June 28,  1997.  Net sales
decreased  primarily due to the operation of Samuel Adams Brewery Company,  Ltd.
which  produces  Boston Beer Company  brand  products and other  products  under
contract. The Samuel Adams Brewery Company, Ltd.  contract-brewed  products sell
on average at approximately  one third the price of other Company  products.  In
addition,  there  has been a  continuing  shift in the core  (branded  products)
package mix to a higher percent of kegs versus cases and to certain lower priced
packages.  Consistent with beverage industry performance standards, kegs produce
less  revenue per barrel than cases due to  packaging  considerations  which are
reflected in the price.

Gross profit  decreased by 6.8% from  $27,006,000 in the three months ended June
29, 1996 to $25,167,000  in the three months ended June 28, 1997.  Cost of sales
decreased  to 49.5% of net sales in the three  months  ended June 28,  1997 from
50.1 % in the three months ended June 29, 1996. However,  both cost of sales and
gross profit decreased due to Samuel Adams Brewery Company, Ltd. contract-brewed
products  which cost on average  approximately  one half the cost of Boston Beer
Company  branded  products,  but in  conjunction  with  the  low  selling  price
contribute less to gross profit. In addition, total shipments in the
core business included a greater  percentage of kegs than cases during the three
months  ended June 28, 1997  compared to the three  months  ended June 29, 1996,
which resulted in decreased  packaging  material  costs for the current  period.
This decrease did not offset the lower selling price for kegs.

Advertising,  promotional,  and selling expenses in total decreased by 2.5% from
$20,340,000  in the three months ended June 29, 1996 to $19,829,000 in the three
months  ended June 28,  1997.  This  decrease was  primarily  attributable  to a
decrease in freight resulting from a planned shift in distribution patterns, and
a decrease in advertising  expenditures.  Partially  offsetting  these decreases
were  increases  in sales  salaries  and  related  sales  personnel  and  travel
expenses.  As a percentage of net sales,  total  advertising,  promotional,  and
selling expenses increased from 37.6% in the three months ended June 29, 1996 to
39.8% in the three months ended June 28, 1997.

General and  administrative  expenses  increased by 8.0% from  $2,867,000 in the
three  months ended June 29, 1996 to  $3,097,000  in the three months ended June
28, 1997. This increase was primarily due to an increase in consulting  expense,
insurance  related charges,  salary and personnel  expenses,  and  depreciation,
which reflects an increase in leasehold  improvements  and expansion.  Partially
offsetting  these increases were cost savings in printing and development of the
annual report, and reductions in legal and bad debt expense.  As a percentage of
net sales, general and administrative expenses increased from 5.3% for the three
months ended June 29, 1996 to 6.2% for the three months ended June 28, 1997.



<PAGE>

Other income  (expense)  net,  for the three  months  ended June 28,  1997,  was
$304,000,  representing  a decrease of $66,000 over other income  (expense) net,
for the three months ended June 29, 1996.  The decrease is due to a reduction in
invested cash, caused primarily by the purchase of the certain brewery assets in
Cincinnati, Ohio, and increased interest expense related to the borrowings under
the revolving line of credit.

Net income  decreased by 39.2% to  $1,435,000 in the three months ended June 28,
1997  compared  to  $2,361,000  in the three  months  ended June 29,  1996.  The
combined  effective  tax rate  increased to 43.6% in the three months ended June
28,  1997  compared  to 43.4% in the  three  months  ended  June 29,  1996,  due
primarily to higher  projected income levels for 1997. It is probable that these
projected income levels will not be attained.

 Six Months Ended June 28, 1997 compared to Six Months Ended June 29, 1996

Sales volume  increased by 8.3% from 617,000  barrels in the first six months of
1996 to 668,000  barrels in the first six months of 1997.  This increase was due
to inclusion of 91,000  barrels,  in 1997,  produced by the Samuel Adams Brewery
Company,  Ltd.,  beginning  March 1,  1997.  Net  sales  decreased  by 5.7% from
$97,200,000  in first six months of 1996 to  $91,693,000 in the first six months
of 1997.  Sales of the Samuel Adams  Brewery  Company,  Ltd. were made at prices
which average  approximately one third of other Company products.  Additionally,
the continuing  shift in the core business  package mix towards kegs and certain
lower priced  packages  contributed to the inability of sales dollars to grow at
the same rate as physical sales volume.

Gross profit  decreased by 6.5% from $48,270,000 in the first six months of 1996
to $45,115,000 in the first six months of 1997. Cost of sales increased to 50.8%
of net  sales in the first  six  months  of 1997 from  50.3% of net sales in the
first six months of 1996.  This  increase in cost of sales as a percent of sales
was principally due to the addition of the Samuel Adams Brewery
Company, Ltd. whose  contract-brewed  products cost on average approximately one
half the cost of other  Boston  Beer  Company  products.  However,  it sells the
contract-brewed  products at a price on average  approximately one third that of
the Boston Beer  products.  Accordingly,  the impact of the Samuel Adams Brewery
Company,  Ltd.  operating  in four of the six months  presented  resulted in the
increase  in cost of sales as a percent of net sales and the  decrease  in gross
profit as a percent of net sales.

Advertising,   promotional,   and  selling  expenses  in  total  increased  from
$34,370,000  in the first six  months  of 1996 to  $34,387,000  in the first six
months of 1997.  This increase was primarily  attributable to increased costs of
promotional  materials,  packaging redesign, new ventures and sales salaries and
related  employee  benefits,  partially  offset by a  volume-driven  decrease in
freight, and lower purchases of point of sales material.  As a percentage of net
sales, total advertising, promotional, and selling expenses increased from 35.4%
in the first six months of 1996 to 37.5% in the first six months of 1997.



<PAGE>

General and  administrative  expenses  increased by 3.0% from  $5,849,000 in the
first six months of 1996 to  $6,027,000  in the first six  months of 1997.  This
increase  was  primarily  due to by  increased  salaries  and  related  employee
expenses,  in  insurance  and rent,  partially  offset by  decreases in bad debt
expense, research and development,  printing and preparing the annual report and
professional   service  fees.  As  a  percentage  of  net  sales,   general  and
administrative  expenses  increased from 6.0% in the first six months of 1996 to
6.6% in the first six months of 1997.

Other  income  (expense)  net,  decreased to $654,000 in the first six months of
1997 compared to $804,000 for the first six months of 1996.  The net decrease is
due  primarily to an increase in interest  expense due to  increased  borrowings
against the revolving line of credit and lower levels of interest income.

Net  income  decreased  by 39.7% to  $3,015,000  in the first six months of 1997
compared to $5,001,000 in the first six months of 1996.  Income taxes  decreased
by $1,514,000.  The combined  effective tax rate increased to 43.7% in the first
six  months  of 1997  compared  to 43.5% in the first  six  months of 1996,  due
primarily to higher  projected income levels for 1997. It is probable that these
projected income levels will not be attained.


Liquidity and Capital Resources

During  the first  six  months  of 1997,  the  Company  recorded  net  income of
$3,015,000,  while net cash used by operating  activities was  $7,916,000.  This
$10,931,000  difference  is primarily  due to increases in accounts  receivable,
inventory, and a reduction in accounts payable which was offset by a decrease in
other current assets.

During the first six months of 1997,  the Company used  $10,830,000 in investing
activities.  This  primarily  reflects the purchase of fixed  assets,  packaging
equipment  and  other  brewery-related  personal  property  from an  independent
brewing company in Cincinnati, Ohio.

During  the first six  months of 1997,  the  Company  generated  $13,686,000  by
financing  activities  which primarily  reflects  amounts  borrowed  against the
Company's  revolving line of credit.  As of June 28, 1997,  net borrowings  were
$13,061,000.

The Company's  management  believes that working  capital as of June 28, 1997 of
$39,687,000  (of  which  91.5%  is  in  cash  and  equivalents  and  short  term
investments)  in conjunction  with existing lines of credit should be sufficient
to meet the Company's operating,  capital, and debt service requirements through
the next twelve months.


Recent Accounting Standards

In February,  1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS 128) and No.
129,  "Disclosure of Information  About Capital  Structure" (SFAS 129). SFAS 128
specifies the computation, presentation and disclosure requirements for earnings
per share and is designed to improve earnings per share information and increase
comparability of per share data on an international basis. SFAS 129 requires the
disclosure of certain  information  about an entity's  capital  structure  which
would  include  a brief  discussion  of rights  and  privileges  for  securities
outstanding.  These standards will be effective for financial statements periods
ending after December 15, 1997.



<PAGE>

The Company has reviewed the adoption and impact of SFAS No. 128,  "Earnings Per
Share" and SFAS No. 129,  "Disclosure of Information  About Capital  Structure",
but does not expect either recent accounting  standard to have a material impact
on the Company's results of operations or its financial position.

Safe Harbor for Forward-Looking Statements

This Form 10-Q filing contains forward-looking  statements within the meaning of
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995.  Such  forward-looking   statements  are  based  on  management's  current
expectations  and involve  known and  unknown  risks,  uncertainties,  and other
factors which may cause the actual  results,  performance or achievements of the
Company to be materially  different  from any future  results,  performance,  or
achievements expressed or implied by such forward-looking statements.

Factors  which may cause actual  future  results to differ from  forward-looking
statements   include,   among  others,   the  following:   changes  in  consumer
preferences; general economic and business conditions; increasing competition in
the  craft-brewed  beer  industry;  success of operating  initiatives;  possible
future  increases in  operating  costs;  advertising  and  promotional  efforts;
changes in brand  awareness;  the  existence  or  absence of adverse  publicity;
changes in business  strategy;  quality of management;  availability,  terms and
deployment   of  capital;   business   abilities   and  judgment  of  personnel;
availability of qualified  personnel;  labor and employee benefit costs;  change
in, or the failure to comply with, government regulations; and other factors.

<PAGE>

                          THE BOSTON BEER COMPANY, INC.


P
ART II.              OTHER INFORMATION


     Item 1.          LEGAL PROCEEDINGS
                      In the second  quarter of 1997,  Boston  Brewing  Company,
                      Inc. ("Boston Brewing"),  an affiliate of both Boston Beer
                      Company  Limited  Partnership and The Boston Beer Company,
                      Inc., settled an action filed against it by a distributor,
                      Premier  Worldwide  Beers  PLC  ("Premier"),  such  action
                      having  been filed in a court in  England  in early  1996.
                      Premier's  action contained a claim to damages for alleged
                      breach  of  a  Distributorship  Agreement  between  Boston
                      Brewing  and  Premier.  The  action has been  settled  and
                      leaves Boston Brewing exposed to no additional liability.

                      The Company is party to certain  claims and  litigation in
                      the  ordinary  course of  business.  The Company  does not
                      believe any of these proceedings will result, individually
                      or in the aggregate, in a material adverse effect upon its
                      financial condition or results of operations.


     Item 2.          CHANGES IN SECURITIES

                      Not Applicable


     Item 3.          DEFAULTS UPON SENIOR SECURITIES

                      Not Applicable


     Item 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                      The Boston Beer Company, Inc. held its annual meeting 
                      of stockholders on June 3, 1997.
                      The following items were voted upon at that time.

                      On June 3, 1997,  the holders of the Class A Common  Stock
                      ($.01 par value) approved the following:

                      "RESOLVED:That Pearson C. Cummin, III and  James C. Kautz 
                      be and they hereby are elected Class A Directors of the 
                      Corporation, to serve for a term of one year ending on 
                      the date of the 1998 Annual Meeting of Stockholders in 
                      accordance with the By-Laws and until their respective 
                      successors are duly chosen and qualified."

                      The results of the vote were, as follows:



<PAGE>

                      Election of Class A Directors:

                                                 No. of Shares    No. of Shares
                                                 Voted "For"      Withheld

                      Pearson C. Cummin, III     14,681,258          63,655
                      James C. Kautz             14,679,724           65,189

                      Mr. C. James Koch, as the sole holder of the 
                      Corporation's Class B Common Stock, voted on the election 
                      of five (5) Class B Directors:  C. James Koch, Alfred W. 
                      Rossow,Jr., Rhonda Kallman, Charles Joseph Koch and John 
                      B. Wing:

                      "RESOLVED:  That C. James Koch, Alfred W. Rossow, Jr., 
                      Rhonda L. Kallman, Charles Joseph Koch and John B. Wing 
                      be, and they hereby are, elected Class B Directors of the 
                      Corporation, to serve for a term of one year ending on 
                      the date of the 1998 Annual Meeting of Stockholders in 
                      accordance with the By-Laws and until their respective
                      successors are duly chosen and qualified."

                      The results of the vote were, as follows:

                      Election of Class B Directors

                                                 No. of Shares   No. of Shares
                                                 Voted "For"     Withheld

                      C. James Koch              4,107,355           0
                      Alfred W. Rossow, Jr.      4,107,355           0
                      Rhonda L. Kallman          4,107,355           0
                      Charles Joseph Koch        4,107,355           0
                      John B. Wing               4,107,355           0


     Item 5.          OTHER INFORMATION

                      Not Applicable


     Item 6.          EXHIBITS AND REPORTS ON FORM 8-K

     (a)              Exhibits:

                                  Exhibit Index

    Exhibit No.                                 Title

       3.1         Articles of Organization (incorporated by reference to 
                   Exhibit 3.2 to the Company's Registration Statement 
                   No. 33-96162).

       3.2         By-Laws of the Company (incorporated by reference to Exhibit 
                   3.2 to the Company's Registration Statement No. 33-96162).


<PAGE> 




     3.3          Restated Articles of Organization of the Company (incorporated
                  by reference to Exhibit 3.3 to the  Company's  Form 10-K filed
                  on April 1, 1996).

     3.4          Amended and Restated  By-Laws of the Company  (incorporated by
                  reference to Exhibit 3.4 to the  Company's  Form 10-K filed on
                  April 1, 1996).

     4.1          Form of Class A Common Stock Certificate (incorporated by
                  reference to Exhibit 4.1 to the Company's Registration 
                  Statement No. 33-96164).

     10.1         Revolving Credit Agreement between Fleet Bank of 
                  Massachusetts, N.A. and Boston Beer Company Limited 
                  Partnership (the "Partnership"), dated as of May 2, 1995
                  (incorporated by reference to Exhibit 10.2 to the Company's 
                  Registration Statement No. 33-96162).

     10.2         Loan  Security  and Trust  Agreement,  dated  October 1, 1987,
                  among Massachusetts Industrial Finance Agency, the Partnership
                  and The First National Bank of Boston, as Trustee,  as amended
                  (incorporated  by reference  to Exhibit 10.2 to the  Company's
                  Registration Statement No. 33-96164).

     10.3         Deferred Compensation Agreement between the Partnership and 
                  Alfred W. Rossow, Jr., effective December 1, 1992 
                  (incorporated by reference to Exhibit 10.3 to the 
                  Company's Registration Statement No. 33-96162).

     10.4         The Boston Beer Company, Inc. Employee Equity Incentive Plan, 
                  as adopted effective November 20, 1995 and amended effective 
                  February 23, 1996 (incorporated by reference to Exhibit 4.1 to
                  the Company's Registration Statement No. 333-1798).

     10.5         Form of Employment Agreement between the Partnership and 
                  employees (incorporated by reference to Exhibit 10.5 to the 
                  Company's Registration Statement No. 33-96162).

     10.6         Services Agreement between The Boston Beer Company, Inc. and
                  Chemical Mellon Shareholder Services, dated as of October 27, 
                  1995 (incorporated by reference to the Company's Form 10-K, 
                  filed on April 1, 1996).

     10.8         Stockholder Rights Agreement, dated as of December, 1995,
                  among The Boston Beer Company, Inc. and the initial 
                  Stockholders (incorporated by reference to the
                  Company's Form 10-K, filed on April 1, 1996).

     +10.9        Agreement between Boston Brewing Company, Inc. and The Stroh 
                  Brewery Company, dated as of January 31, 1994 (incorporated by
                  reference to Exhibit 10.9 to the Company's Registration 
                  Statement No. 33-96164).




<PAGE>



     +10.10       Agreement between Boston Brewing Company, Inc. and the Genesee
                  Brewing Company, dated as of July 25, 1995 (incorporated by 
                  reference to Exhibit 10.10 to the Company's Registration 
                  Statement No. 33-96164).

     +10.11       Amended and Restated Agreement between Pittsburgh Brewing
                  Company and Boston Brewing Company, Inc. dated as of February 
                  28, 1989 (incorporated by reference to Exhibit 10.11 to the 
                  Company'sRegistration Statement No. 33-96164).

     10.12        Amendment to Amended and Restated Agreement between Pittsburgh
                  Brewing Company, Boston Brewing Company, Inc., and G. Heileman
                  Brewing Company, Inc., dated December 13, 1989 (incorporated
                  by reference to Exhibit 10.13 to the Company's Registration 
                  Statement No. 33-96162). 

     +10.13       Second Amendment to Amended and Restated Agreement between 
                  Pittsburgh Brewing Company and Boston Brewing Company, Inc. 
                  dated as of August 3, 1992 (incorporated by reference to 
                  Exhibit 10.13 to the Company's Registration Statement No. 
                  33-96164).

     +10.14       Third Amendment to Amended and Restated Agreement between 
                  Pittsburgh Brewing Company and Boston Brewing Company, Inc. 
                  dated December 1,1994 (incorporated by reference to Exhibit 
                  10.14 to the Company's Registration Statement No. 33-96164).

     10.15        Fourth Amendment to Amended and Restated Agreement between 
                  Pittsburgh Brewing Company and Boston Brewing Company, Inc.
                  dated as of April 7,1995 incorporated by reference to Exhibit 
                  10.16 to the Company's Registration  Statement No. 33-96162).

     10.7         Form of Indemnification Agreement between the Partnership and 
                  certain employees and Advisory Committee members (incorporated
                  by reference to Exhibit 10.7 to the Company's Registration 
                  Statement No. 33-96162).

     +10.16       Letter Agreement between Boston Beer Company Limited 
                  Partnership and Joseph E. Seagram & Sons, Inc. (incorporated 
                  by reference to Exhibit 10.17 to the Company's Registration 
                  Statement No. 33-96162).

     10.17        Services Agreement and Fee Schedule of Mellon Bank, N.A. 
                  Escrow Agent Services for The Boston Beer Company, Inc. dated
                  as of October 27, 1995).

     10.18        Amendment to Revolving Credit Agreement between Fleet Bank of
                  Massachusetts, N.A. and the Partnership (incorporated by
                  reference to Exhibit 10.17 to the Company's Registration
                  Statement No. 33-96164).




<PAGE>



     10.19        1996   Stock   Option   Plan   for   Non-Employee    Directors
                  (incorporated  by reference to the Company's Form 10-K,  filed
                  on March 28, 1997).

     +10.20       Production  Agreement  between The Stroh  Brewery  Company and
                  Boston Beer Company  Limited  Partnership,  dated  January 14,
                  1997  (incorporated  by reference to the Company's  Form 10-K,
                  filed on March 28, 1997).

     +10.21       Letter Agreement  between The Stroh Brewery Company and Boston
                  Beer  Company  Limited  Partnership,  dated  January  14, 1997
                  (incorporated  by reference to the Company's Form 10-K,  filed
                  on March 28, 1997).

     +10.22       Agreement between Boston Beer Company Limited  Partnership and
                  The   Schoenling   Brewing   Company  ,  dated  May  22,  1996
                  (incorporated  by reference to the Company's Form 10-K,  filed
                  on March 28, 1997).

     10.23        Revolving Credit Agreement between Fleet Bank of 
                  Massachusetts, N.A. and The Boston Beer Company, Inc., dated 
                  as of March 21, 1997 (incorporated by reference to the 
                  Company's Form 10-Q, filed on May 12, 1997).

     +10.24       Amended and Restated Agreement between Boston Brewing Company,
                  Inc. and the Genesee Brewing Company, Inc. dated April 30,
                  1997.

     *11          Schedule of Computation of Net Earnings Per Share.

     21.1         List of subsidiaries of The Boston Beer Company, Inc. 
                  (incorporated by reference to the Company's Form 10-K, filed
                  on March 28, 1997).

     *27          Financial Data Schedule (electronic filing only)

                  *   Filed with this report.
                  +   Portions of this Exhibit have been omitted  pursuant to an
                      application for an order declaring  confidential treatment
                      filed with the Securities and Exchange Commission.


         (b)      Reports on Form 8-K.

         The  Company  filed no  reports  on Form 8-K  with the  Securities  and
Exchange Commission during the quarter ended June 29, 1997.


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this Form  10-Q to be signed on its  behalf by the
undersigned thereunto duly authorized.



                                  THE BOSTON BEER COMPANY, INC.
                                  (Registrant)




Date:  August 8, 1997             By:  /s/C. JAMES KOCH
                                       C. James Koch
                                       President, Chief Executive Officer,
                                       Clerk and Director (principal executive
                                       officer)


Date:  August 8, 1997             By:  /s/ALFRED W. ROSSOW, JR.
                                       Alfred W. Rossow, Jr.
                                       Executive Vice President,
                                       Chief Financial Officer (principal
                                       financial and accounting officer)
                                       Treasurer, and Director



Witness:                     BOSTON BREWING COMPANY LIMITED PARTNERSHIP
                             By:  Boston Beer Company, Inc., General Partner


                             By:
                                  C. James Koch, President

Witness:                     THE GENESEE BREWING COMPANY, INC.


                             By:
                                  John L. Wehle, Jr., Chairman
                                  and Chief Executive Officer





EXHIBIT 10.24

* DENOTES EXPURGATED INFORMATION

                              AMENDED AND RESTATED
                                AGREEMENT BETWEEN
                          BOSTON BREWING COMPANY, INC.
                                       AND
                        THE GENESEE BREWING COMPANY, INC.

         THIS AGREEMENT  shall modify,  amend and restate the Agreement  entered
into effective as of the 25th day of July,  1995 (the  "Effective  Date") by and
between  BOSTON  BREWING  COMPANY,  INC.,  d/b/a  THE  BOSTON  BEER  COMPANY,  a
Massachusetts corporation,  for itself and as the sole general partner of Boston
Beer Company Limited  Partnership,  a Massachusetts  limited partnership (Boston
Brewing  Company  Limited  Partnership,  acting by its general  partner,  Boston
Brewing Company,  Inc.,  collectively referred to as "Boston Brewing'),  and THE
GENESEE BREWING COMPANY, INC., a New York corporation  ("Genesee").  Genesee and
Boston Brewing are sometimes  referred to herein  individually  as a "Party" and
collectively as the "Parties".
         Genesee and Boston Brewing  desire to modify,  amend and restate in its
entirety the agreement  pursuant to which Genesee shall supply to Boston Brewing
and Boston Brewing shall  purchase from Genesee on an as ordered  basis,  Samuel
Adams Boston Lager and certain other Boston Brewing products.
         ACCORDINGLY,   for  and  in  consideration  of  the  mutual  agreements
contained
 herein,  the Parties,  intending to be legally bound,  hereby agree as
follows:
         1.       SCOPE OF AGREEMENT
                  (a)  During  the  term  of  this  Agreement  as set  forth  in
Paragraph 4 hereof and in accordance  with the terms set forth  herein,  Genesee
agrees to brew,  package  and sell the  Products  to Boston  Brewing  and Boston
Brewing agrees to purchase the Products from Genesee. Genesee and Boston Brewing
acknowledge  that they both wish to  develop a  mutually  beneficial,  long term
relationship  under  this  Agreement.   In  order  to  facilitate  a  long  term
relationship,  the parties  acknowledge  that  modifications,  changes and other
capital  improvements to Genesee's plant and equipment will be required to allow
Genesee to  efficientlyproduce  Products for Boston Brewing while also producing
its own products. However, the exact nature of any such modifications,



<PAGE>



changes or  capital  improvements  will  depend on the  competitive  conditions,
product mix and volume,  brewing and packaging capacity, and other circumstances
that develop or exist at various times during  thisterm of this Agreement  which
cannot be completely determined at this time. In light of such uncertainty,  and
to allow  Genesee  to  adequately  meet the  production  requirements  of Boston
Brewing for the Products and for Genesee's own products,  the parties agree that
they shall:  (i) meet on a regular  basis  during the term of this  Agreement to
discuss  anticipated  needs; and (ii) establish for each year during the term of
this Agreement a mutually  agreeable capital  investment plan. The parties agree
to act in good  faith and to use  their  best  efforts  to  resolve  differences
arising during the course of such  discussions in a mutually  agreeable  manner.
The parties acknowledge that future needs may require one or both of the parties
to make capital  investments  in Genesee's  plant and  equipment and that in the
event of any such investment is contemplated by Boston Brewing, the parties will
negotiate in good faith and use their best efforts to agree upon any  amendments
to this Agreement that may be required to facilitate the long term  relationship
contemplated by the parties.
                  (b) Core Product.  For purposes of this  Agreement,  "Core 
Product"  shall mean:  (i) * packaged in cases of 4/6 or 24 loose  twelve  ounce
bottles and 12 twenty-two ounce bottles,  in half barrel or quarter barrel kegs,
and any other package types or configurations that the parties mutually agree to
use for packaging * , or (ii) another * product which the parties mutually agree
in writing shall replace * as the Core Product.
                  (c) Other Products.  Genesee  acknowledges that Boston Brewing
has requested that Genesee  evaluate the  feasibility of producing  other Boston
Brewing  products,  recognizing  limitations  that may exist due to  storage  of
multiple  ingredients  and yeast  varieties,  the  availability  and capacity of
brewing  vessels  and storage  tanks and the like.  It is the  intention  of the
parties that Genesee shall brew, package and sell to Boston Brewing other Boston
Brewing  products upon terms mutually agreed to in writing by Genesee and Boston
Brewing. For purposes of this Agreement,  "Other Products" shall mean any Boston
Brewing brand or brands other than the Core Product,  whether  currently offered
or  developed  in the future,  which the parties  mutually  agree to add to this
Agreement  during any calendar year in accordance with the following  procedure.
By November 15 in each calendar year,  Boston Brewing shall provide Genesee with
an annual  forecast for the following  calendar year,  showing Boston  Brewing's
monthly  projections by package for the Core Product and any Other Products.  At
least * of the projected volume in each calendar year shall



<PAGE>



be the Core Product. In the event that the annual forecast includes any proposed
Other Products, Boston Brewing will furnish Genesee with the brewing formula and
procedures and product  specifications for the proposed Other Products.  Genesee
shall: (i) review the  specifications and brewing formula for any proposed Other
Products; (ii) propose a Fixed Cost for each of the proposed Other Products; and
(iii)  propose to Boston  Brewing the minimum  order size,  tank usage and other
production  and  capacity  parameters.  Boston  Brewing  may  accept  or  reject
Genesee's  proposal  with respect to each of the  proposed  Other  Products.  If
Boston Brewing accepts the Genesee  proposal for a proposed Other Product,  such
Other  Product  shall  be  deemed  to be added  to this  Agreement  only for the
calendar year covered by the annual forecast. If in any annual forecast,  Boston
Brewing  proposes an Other Product that was produced by Genesee in a prior year,
and:  (x)  the   specifications,   brewing  formula  and   procedures,   Brewing
Ingredients,  Packaging  Materials and the timing and volume of  production  for
such Other Product have not changed,  and (y) the capacity  utilization required
for Genesee's  own products is  substantially  the same;  then Genesee shall not
unreasonably  refuse to produce such Other Product and the Fixed Charge proposed
by  Genesee  for such Other  Product  shall be the Fixed  Charge  paid by Boston
Brewing for such Other  Product in the most recent prior year,  increased by the
annual  adjustment  factor for the Core Product set forth in  Subparagraph  2(b)
hereof.
                  (d) The  Fixed  Charge  proposed  by  Genesee  for  any  Other
Products,  and for the Core Product in any package size or type other than those
identified  in  Subparagraph  1(b)  hereof,  shall  be  based  on  the  expected
incremental  cost  differences,  when  compared  with Samuel Adams Boston Lager,
associated with the brewing and/or packaging formulations and processes required
in the  production  of such Other  Products  or package.  If Genesee  determines
during  the trial  brews or initial  production  of any Other  Product  that the
brewing  formula,  procedures  or  product  specifications  furnished  by Boston
Brewing are materially  inaccurate,  then Genesee shall notify Boston Brewing in
writing and Genesee may cease production of such Other Product (after completion
of any production in progress) until the parties mutually agree on adjustment of
the  brewing  formula,  procedures  or product  specifications  and/or the Fixed
Charge for such Other Product.
                  (e) Products. For purposes of this Agreement, the Core Product
and all Other Products  produced  during any calendar year shall be collectively
referred to as the "Products".



<PAGE>



                  (f)      Barrel.  For purposes of this Agreement, the term 
"barrel" shall mean 31 U.S.  gallons (3,748 ounces).  The following  calculation
shall be used to measure  barrels of the Products  packaged in containers  other
than Kegs: 

   Container Volume in Ounces X Containers Per Case Unit X No. of Case Units
   --------------------------------------------------------------------------
                             Barrel Volume in Ounces

         2.       PRICE AND MANNER OF PAYMENT
                  (a)   Except   as   otherwise   provided   in  the   following
subparagraphs  of this  Paragraph  2, Boston  Brewing  shall pay Genesee for the
Products  an amount  (the  "Unit  Price")  equal  to:  (i) a "Fixed  Charge"  as
determined in accordance with Subparagraphs 1(c) and 1(d) hereof or as set forth
in  Subparagraph  2(b) hereof , plus (ii) the net cost to Genesee of all Brewing
Ingredients  [as defined in  Paragraph  3(a)]  purchased  by Genesee and used in
producing the Products;  all federal,  state and local excise taxes attributable
to the Products that are paid by Genesee; and deposit charges of $10.00 per Keg,
$7.50 per bottle pallet and $7.00 per draft pallet, or such other amounts as the
parties  mutually agree.  For this purpose,  "net cost to Genesee" shall include
purchase discounts, but not discounts resulting from credit terms.
                  (b) The Fixed Charge for Samuel Adams Boston Lager packaged in
bottles,  shall be $ * per  unit of  twenty-four  loose  12-ounce  bottles,  4/6
12-ounce bottles or twelve 22-ounce bottles (in each instance, a "Case Unit"; it
being the intent that the Fixed Charge for other 22 ounce package configurations
produced by Genesee be prorated)  plus an amount per Case Unit to be agreed upon
from time to time which  reflects  the savings  inuring to the benefit of Boston
Brewing  (currently  $ *  per  case)  if  Genesee  should  elect,  in  its  sole
discretion, to utilize in its production process bulk glass as opposed to set-up
glass used as of the date hereof by Genesee.  The Fixed  Charge for Samuel Adams
Boston  Lager  packaged in one-half  barrel (15.5 U.S.  gallons) or  one-quarter
barrel  (7.75  U.S.  gallons)  kegs  (individually  referred  to as a "Keg"  and
collectively  referred to as "Kegs") shall be $ * per Keg. Commencing on January
1, * and on each January 1  thereafter,  the Fixed Charge  component of the Unit
Price for the Core Product shall be increased each calendar year during the term
of this  Agreement  by * . On  January  1, * ,  January  1, * and  January  1, *
(individually,  the "CPI Review  Date"),  the  cumulative  increase in the Fixed
Charge resulting from the annual * in each of the prior * years (the "Cumulative
Fixed Charge



<PAGE>



Increase")  shall be compared to the  cumulative  increase in the Consumer Price
Index - All Urban  Consumers  as published by the United  States  Department  of
Commerce - Bureau of Labor Statistics over the * year period preceding each such
CPI Review Date (the "Cumulative CPI Increase").  If the Cumulative Fixed Charge
Increase  during  any such * year  period is less than * of the  Cumulative  CPI
Increase,  then, in lieu of the * that would otherwise be made on the CPI Review
Date,  the Fixed Charge shall instead be adjusted on the CPI Review Date to * of
the Cumulative CPI Increase.  If the Cumulative Fixed Charge Increase during any
such * year period is more than * of the Cumulative CPI Increase,  then, in lieu
of the * that would  otherwise be made on the CPI Review Date,  the Fixed Charge
shall  instead be  adjusted on the CPI Review  Date to * of the  Cumulative  CPI
Increase.
                  (c) Notwithstanding Paragraph 2(b) above: (i) if volume of all
bottled  Products  during any calendar  year exceeds in the aggregate * barrels,
the then current  Fixed Charge  components  of the Unit Price on all such excess
volume of bottled  Products  during such calendar year shall be reduced by * per
Case Unit; and (ii) if volume of all Products  packaged in the Sankey Keg during
any calendar  year exceeds in the  aggregate * barrels,  the then current  Fixed
Charge  components of the Unit Price on all Products  packaged in the Sankey Keg
in excess of * barrels  during such calendar year shall be reduced by * per Keg.
The  foregoing  reductions  in the Fixed  Charge  shall  apply  only if the Core
Product comprises at least * of all Products  purchased by Boston Brewing during
such calendar year.
                  (d)  Boston  Brewing  and  Genesee  have  mutually  agreed  to
undertake improvements and modifications to * and Boston Brewing will contribute
an  agreed  upon  amount  to  the  capital   cost  of  such   improvements   and
modifications.  In consideration thereof,  Genesee will pay to Boston Brewing an
annual fee for each calendar year during the term of this Agreement based on the
volume of Products  packaged in bottles  during  each  calendar  year under this
Agreement. The obligation to pay the annual fee shall commence in the first full
calendar year after the improved and modified * is  operational.  The annual fee
shall be paid within  thirty (30) days after the end of each  calendar  year and
shall be calculated as follows: Volume of



<PAGE>



                    Products Produced in Bottles
                        During Calendar Year                     Annual Fee

                   Less than 225,000 bbls                           $    *
                   225,000 up to 350,000 bbls                       $    *
                   350,001 up to 425,000 bbls                       $    *
                      More than 425,000 bbls                        $    *

              (f) Unit Prices are F.O.B. the carrier's trucks at Genesee's docks
(i.e.,  the Unit Price includes the cost and risk of loading trucks at Genesee's
dock) and  include  Genesee's  labor  costs,  overhead,  profit and other  costs
incurred in the brewing and packaging of the Product.
              (g) On the date the  Products  are  shipped,  Genesee will invoice
Boston Brewing for the Fixed Charge,  all federal,  state and local excise taxes
attributable  to the  Products  that are paid by Genesee  and the Keg and pallet
deposit charges. Genesee will invoice Boston Brewing for all Brewing Ingredients
purchased  by Genesee at Genesee's  standard  cost when the Products are shipped
(with monthly  reconciliation  to reflect  Genesee's  actual cost).  Genesee may
periodically adjust its standard cost for Brewing Ingredients to more accurately
reflect its actual costs.  Genesee shall notify Boston Brewing in writing of any
adjustment  in its  standard  cost at least ten (10) days prior to the date such
adjustment  will take  effect.  All invoices  will be sent to Boston  Brewing by
telecopier and Boston Brewing will pay each Friday by electronic  funds transfer
all invoices that relate to shipments of the Products made by Genesee during the
previous  week. If Genesee  should  elect,  in its sole  discretion,  to utilize
electronic  invoicing,  Boston Beer will pay on each Wednesday all invoices that
relate to shipments made during the previous week.
     3.       BREWING INGREDIENTS, PACKAGING MATERIALS AND BREWING SUPPLIES
              (a) For purposes of this Agreement, "Brewing Ingredients" shall be
defined  as all malt,  yeast  and hops used to  produce  the  Products.  Brewing
Ingredients shall be purchased and supplied as follows:
                      (i)      All      *      used in the brewing of the 
Products  shall be purchased by Genesee  directly  from  commercial * suppliers.
Genesee  and  Boston  Brewing  will use  their  best  efforts  to  agree  upon *
specifications  for * that will allow Genesee to commingle  storage of * used to
produce the Products with * used to produce


<PAGE>



Genesee's own products. If Genesee and Boston Brewing cannot agree upon standard
* specifications,  the Fixed Charge shall be increased to reflect any additional
cost  incurred by Genesee  for  separate  handling  and storage of * used in the
Products.
                      (ii)     All hops used in the brewing of the Products 
shall be  purchased by Genesee  from Boston  Brewing.  Delivery of hops shall be
coordinated between Genesee and Boston Brewing.
                      (iii)    All yeast used in the brewing of the Products 
shall be supplied by Boston Brewing at no charge to Genesee.  All yeast supplied
by Boston  Brewing shall remain the property  solely and  exclusively  of Boston
Brewing and shall be segregated and  identified by Genesee as such.  Delivery of
yeast to Genesee shall be coordinated between Genesee and Boston Brewing.
              (b) For purposes of this Agreement, "Packaging Materials" shall be
defined as all  bottles,  crowns,  labels,  cases,  cartons,  Kegs,  tap covers,
pallets and dust covers and the like used in the  packaging  and shipment of the
Products. Packaging Materials shall be purchased and supplied as follows:
                      (i)      Bottles, crowns, labels, cases, cartons, tap 
covers and the like shall be purchased by Boston Brewing and supplied to Genesee
as needed to meet the Packaging Schedule for the Products.
                      (ii)     Unless otherwise mutually agreed, Kegs and 
pallets in  quantities  adequate  for the volume of the  Products to be packaged
under this  Agreement  shall be  purchased  by Boston  Brewing  and  supplied to
Genesee  from time to time.  All such Kegs and  pallets  shall be  returned  and
reused in accordance with Genesee's  standard policies for Keg and pallet return
and reuse.  From time to time during the term of this Agreement,  Boston Brewing
shall  purchase  and supply to Genesee  additional  Kegs and  pallets in numbers
adequate to replace Kegs and pallets lost or otherwise  rendered  unusable.  All
Kegs and pallets shall  conform to the specifi  cations of Kegs and pallets used
by Genesee in packaging  and shipping its own  products.  Genesee may reject any
Kegs or pallets that are damaged,  are  unacceptably  dirty or do not  otherwise
conform to Genesee's specifications.  All rejected Kegs shall be held by Genesee
for periodic  removal by Boston Brewing.  All rejected pallets shall be disposed
of by Genesee at no charge to Boston  Brewing.  Upon each delivery to Genesee of
Kegs and pallets purchased by


<PAGE>



Boston  Brewing,  Genesee  shall issue to Boston  Brewing a credit of $10.00 per
Keg, $7.50 per bottle pallet and $7.00 per draft pallet.  Genesee shall maintain
records of all Kegs and  pallets  received  from  Boston  Brewing  and provide a
monthly  reconciliation  showing Kegs and pallets  received,  Kegs  rejected and
returned to Boston Brewing,  pallets disposed of by Genesee, Kegs and pallets on
hand at  Genesee  and  Kegs and  pallets  in the  float.  Genesee  is  currently
packaging  all draft volume of the Products in  Hoff-Stevens  style kegs.  As of
December 1996,  Genesee  installed a Sankey draft system. It is the intention of
the Parties that:  (A) Boston  Brewing will convert all draft volume of the Core
Product to the Sankey style Keg on a mutually  agreeable  schedule;  and (B) the
parties  will  explore  the  feasibility  of  converting  draft  volume of Other
Products to the Sankey style Keg.
                      (iii)    Genesee shall purchase and supply at its own cost
Lock n' Pop, shrink wrap, label adhesive, hot melt glue and bungs used in 
packaging and shipping of the Products.
              (c)     Boston Brewing has the right, subject to the approval of
Genesee,  which approval will not be unreasonably  withheld,  to make changes in
the Packaging Materials. If the proposed new Packaging Materials can be produced
without modification or addition to Genesee's existing equipment,  Genesee shall
produce the Products using the new Packaging  Materials upon mutual agreement by
Genesee  and Boston  Beer to any  adjustment  to the Fixed  Charge  required  to
compensate Genesee for any difference in production cost compared to the cost to
produce the Core Product in the comparable  bottle package.  If the proposed new
Packaging Material requires any modifications or additions to Genesee's existing
equipment,   then  the   obligations   of  the  parties  with  respect  to  such
modifications or additions shall be governed by Paragraph 10 of this Agreement.
              (d)     For purpose of this Agreement, "Brewing Supplies" shall be
defined as zinc sulfate,  gypsum,  Diatomaceous Earth, PVPP, and Chill-Garde.  *
all Brewing Supplies used in the brewing of the Product.
              (e)  Boston  Brewing  shall  have  sole   responsibility  for  the
selection  and  approval of all Brewing  Ingredients,  Packaging  Materials  and
Brewing  Supplies used to produce the Products.  Boston  Brewing shall have sole
responsibility  for the content and design of all  labels,  tap covers,  crowns,
cartons, cases and other Packaging Materials.
              (f)     Upon the termination of this Agreement for any reason:  
(i) Boston Brewing will purchase from Genesee (w) all Kegs and pallets furnished
by Boston Brewing that are on


<PAGE>



hand at Genesee at their  respective  credit amounts set forth in  Sub-Paragraph
3(b)(ii) above, (x) all finished Products at the Fixed Charge, (y) all inventory
of work in process of the Products at Genesee's  cost,  and (z) all inventory of
Brewing  Ingredients,  Packaging  Materials  and Brewing  Supplies  purchased by
Genesee  that are not  reasonably  useable  by Genesee  in its own  products  at
Genesee's  cost;  and (ii)  Genesee  will make  available  for pick up by Boston
Brewing at  Genesee's  dock all  finished  Products,  all  Brewing  Ingredients,
Packaging  Materials  and  Brewing  Supplies  referred to in  Subparagraph  3(e)
hereof,  and all Kegs,  pallets  and dust  covers on hand at  Genesee  that were
furnished  by  Boston   Brewing.   In  the  event  sales  of  the  Products  are
substantially  less than  forecasted by Boston  Brewing  resulting in abnormally
excess  inventories  of Brewing  Ingredients,  Packaging  Materials  and Brewing
Supplies  purchased by Genesee,  Boston  Brewing will  purchase such excess from
Genesee at Genesee's cost.
     4.       TERM
              The term of this  Agreement  shall  commence on the Effective Date
and, unless sooner  terminated  pursuant to Paragraph 10 hereof,  this Agreement
shall expire on December 31, * . The Parties  acknowledge  that Boston Brewing's
obligations  pursuant  to this  Agreement  to make  payments  to Genesee and the
Parties'  respective rights and obligations under Paragraphs 3(e), 9, 10(a), 11,
12, 14, 16(a),  16(c),  17 and 26 shall survive the expiration or termination of
this Agreement.
     5.       MINIMUM ORDERS
              (a)     Provided that the Core Product comprises at least      *  
of all the Products produced,  the maximum quantity of the Products that Genesee
shall be required to produce under this Agreement in any calendar year shall be:
(i) * barrels if Boston Brewing authorizes Genesee to use * for fermentation and
storage of the Products;  (ii) * barrels if Boston Brewing authorizes Genesee to
use * only for  storage of the  Products;  or (iii) * barrels if Boston  Brewing
does not authorize Genesee to use * .
              (b) On a weekly basis, Boston Brewing shall provide Genesee with a
twelve (12) week Production Plan for the Products (the "Production  Plan").  The
Production  Plan shall be a rolling  twelve week schedule  setting forth brewing
and  packaging  requirements  for the  Products  for each week during the twelve
weeks covered by the Production Plan. All brewing  requirements for the Products
during the first * weeks of the Production Plan shall



<PAGE>



constitute  firm  orders by Boston  Brewing.  All brewing  requirements  for the
Products   during  the  *  weeks  of  the  Production  Plan  and  all  packaging
requirements  set forth in the  Production  Plan shall be a  forecast  of Boston
Brewing's best estimate of brewing and packaging  requirements  for the Products
and shall be used by Genesee for  capacity  planning  purposes.  Boston  Brewing
shall update the  Production  Plan each week by providing  its best  estimate of
brewing and packaging  requirements  for the * week and by revising the schedule
for brew ing and packaging  requirements in the * weeks of the Production  Plan.
The brew size that Boston Brewing shall utilize in the Production  Plan shall be
Genesee's  maximum brew based on Genesee's  current brewing  vessels,  currently
estimated to yield  approximately * barrels of the Core Product (a "Brew").  The
minimum  brewing  requirement  that Boston  Brewing may specify  during any week
shall be * Brews.  The  maximum  brewing  requirement  that  Boston  Brewing may
specify  shall not exceed * barrels  in any  consecutive  four (4) week  period.
Genesee shall have the right, in its sole discretion, to set the actual time and
date on which each Brew shall be brewed,  provided  that  Genesee  shall use its
best  efforts to (i)  minimize  the length of time that the  Products  remain in
storage prior to packaging,  and (ii) meet the shipment  dates  specified on the
Packaging Schedule.
              (c)     Boston Brewing shall place all orders for packaging and 
shipment  of the  Product  by the * business  day of each month (the  "Packaging
Schedule").  The Packaging Schedule shall set forth the quantity of the Products
by  package  type and the week in  which  each  order  shall be  shipped  in the
following  month.  Packaging  shall be scheduled in increments of * cases for 22
oz.  bottles;  * cases for 12 oz.  bottles in new glass;  and * cases for 12 oz.
bottles in  refillable  glass.  The minimum  order for packaging the Products in
Kegs shall be * Kegs.
     6.       RISK OF LOSS
              Boston  Brewing  shall  have  sole  responsibility  for  selecting
carriers  and  making all  arrangements  for  shipment  of the  Products  to its
customers.  Boston Brewing shall pay for all costs  associated  with shipment of
the Products from Genesee's facility. Genesee and Boston Brewing acknowledge and
agree  that,  consistent  with the  F.O.B.  pricing  terms,  the risk of loss in
loading the carrier's trucks shall be borne by Genesee.  However,  the carrier's
driver shall have the right to inspect each shipment for damage prior to leaving
the loading dock and, accordingly,



<PAGE>



Boston Brewing shall bear the risk of loss on any shipment of Products, once the
carrier's truck leaves loading dock.
     7.       BREWERY OF RECORD
              (a) Genesee shall provide all Products brewed  hereunder under the
name of "The  Boston Beer  Company,"  as the  Brewery of Record.  Genesee  shall
secure and maintain any permits,  licenses,  approvals  and the like required by
any federal,  state or local governmental  agency on behalf of Boston Brewing. *
promptly for any  out-of-pocket  costs,  including,  without  limitation,  legal
expenses, incurred in connection therewith.
              (b)  Genesee and Boston  Brewing  shall  maintain  an  alternating
proprietorship  whereby the Products are produced at Genesee's  facility under a
Brewer's  Notice  for such  premises  issued to Boston  Brewing.  Genesee  shall
maintain  separate  records for the Products  produced  under the Boston Brewing
alternating proprietorship and shall file monthly reports and federal excise tax
returns  in a  timely  manner  on  behalf  of  the  Boston  Brewing  alternating
proprietorship. Genesee shall, to the extent reasonably possible, but subject to
and in compliance with all applicable  federal,  state or local laws,  rules and
regulations,  identify Boston,  Massachusetts,  as the sole label source for the
Product.  * for its out-of-pocket  costs,  including,  without  limitation legal
expenses, incurred in connection with maintaining the Boston Brewing alternating
proprietorship.
     8.       FORCE MAJEURE
              (a)  Genesee  shall not be liable to Boston  Brewing  in the event
that  Genesee  shall  delay in or fail to  deliver  Products  to Boston  Brewing
hereunder for any reason or cause beyond its control,  including but not limited
to a slowdown,  stoppage or reduction of Genesee's production or delivery due to
strikes, fire, flood, labor stoppage or slowdown,  inability to obtain materials
or packages, shortage of energy, acts of God, a limitation or restriction of its
production  by action of any military or  governmental  authority,  or any other
such causes.
              (b) In the event of any such  slowdown,  stoppage or  reduction of
Genesee's production or deliveries, Genesee will allocate its remaining capacity
pro-rata between  Genesee's own products and the Products,  provided that Boston
Brewing shall use reasonable  efforts to move  production of the Products to its
other suppliers for the duration of any such slowdown,  stoppage or reduction so
as to minimize the amount of the Products that Genesee is required to



<PAGE>



produce for Boston Brewing during such slowdown,  stoppage or reduction. The pro
rata allocation of Genesee's remaining production capacity shall be based on the
proportionate  volume of Genesee's  own  products  and the Products  produced by
Genesee  during  the * month  period  immediately  preceding  the month in which
occurred  the event which gave rise to the  slowdown,  stoppage or  reduction of
Genesee's  production or delivery.  In allocating the proportionate share of its
remaining  capacity to be devoted to the  Products,  Genesee  shall use its best
efforts to accommodate the mix of Core Products and Other Products  specified by
Boston Brewing.
     9.       CHANGE PARTS AND BREWERY MODIFICATIONS
              The parties  anticipate  that  production of Other Products or the
use of new Packaging Materials may require changes or modifications to Genesee's
brewing  equipment  and  facilities,  or the  installation  of new  equipment by
Genesee to accommodate Other Products or new Packaging Materials. Subject to the
obligations  of Boston  Brewing  and  Genesee  under  Subparagraph  1(a) of this
Agreement,  Genesee shall have no obligation  to make any  modifications  to its
equipment or facilities to  accommodate  the  production of the Products  unless
agreed to by  Genesee in  writing.  If the change  parts,  modifications  or new
equipment  required  to  produce  any Other  Products  or use any new  Packaging
Materials  would,  in Genesee's  reasonable  judgment,  have a material  adverse
impact  on   Genesee's   operations,   including   without   limitation,   space
availability,  plant capacity, or cost of production,  then Genesee shall not be
required  to  produce  any such  Other  Products  or use any such new  Packaging
Materials. If Genesee determines that the required changes, modifications or new
equipment would not have a material adverse impact, then the allocation of cost,
ownership  and the other terms and  conditions  relating  to such change  parts,
modifications or new equipment shall be determined as provided herein:
              (a)  Boston  Brewing  will  pay  for  all  change  parts,  brewery
modifications  or new  equipment  that are unique to  producing  the Products at
Genesee's facility,  provided that Genesee notifies Boston Brewing in advance of
making any such  expenditures.  Boston  Brewing  shall own all change  parts and
brewery  modifications paid for by Boston Brewing and Genesee shall allow Boston
Brewing  to remove  all such  change  parts  and  brewery  modifications  at the
termination or expiration of this Agreement,  provided that Boston Brewing shall
restore, or



<PAGE>



reimburse Genesee for its cost to restore  Genesee's  equipment or facilities to
their condition prior to the installation of such change parts or modifications,
ordinary wear and tear excluded.
              (b)  The  cost  and  ownership  of  any  change   parts,   brewery
modifications  or new equipment  that can also be used by Genesee to produce its
own products  shall be  allocated  between  Genesee and Boston  Brewing by prior
written  agreement  based on the following:  (i) If Genesee  determines that the
change  parts,  modifications  or new  equipment  would have been  purchased  by
Genesee  even  without the need to  accommodate  the  Products or new  Packaging
Materials,  then  Genesee  shall  pay the  entire  cost of  such  change  parts,
modifications  or new  equipment  and  Genesee  shall have  exclusive  ownership
thereof; (ii) If Genesee determines that it would benefit from the change parts,
modifications  or new equipment but Genesee would not have purchased them if not
for the need to accommodate  the Products or new Packaging  Materials,  then the
cost and ownership of such change parts, modifications or new equipment shall be
allocated  between  the  parties  as the  parties  mutually  agree  based on the
relative   benefit  that  each  party  will  derive  from  such  change   parts,
modifications or new equipment.
              (c)  With  respect  to  any  change  parts,  modifications  or new
equipment paid for in part by Boston Brewing under Subparagraph 9(b)(ii) hereof,
including the improvements and  modifications to Bottling Line No. 2 referred to
in  Subparagraph  2(d)  hereof,  the  amount  paid by  Boston  Brewing  shall be
amortized based on a mutually agreeable amortization schedule.
                      (i)      Upon expiration of the amortization schedule with
respect to each change part, modification or new piece of equipment,  all right,
title and ownership thereof shall  automatically  transfer to Genesee and Boston
Brewing shall have no further interest therein.
                      (ii)     Upon:  (A) the expiration of this Agreement; (B)
the termination of this Agreement by Genesee under Subparagraphs 10(a) or 10(b);
or (C) the  termination of this Agreement by Boston Brewing under  Subparagraphs
10(c),  10(d) or 10(e) hereof,  Genesee shall  reimburse  Boston Brewing for the
unamortized  balance  of the  cost of any  change  parts,  modifications  or new
equipment paid for in part by Boston Brewing under Subparagraph 9(b)(ii) hereof,
provided that the  amortization  shall  continue  during any  applicable  Notice
Period and the  unamortized  balance  shall be  calculated as of and paid on the
effective  date  of  any  such  termination.  Upon  payment  by  Genesee  of the
unamortized  balance,  all right,  title and  ownership  of such  change  parts,
modifications or new equipment shall automatically transfer to



<PAGE>



Genesee   and  Boston   Brewing   shall  have  no  further   interest   therein.
Notwithstanding  the  foregoing,  Genesee  shall have no obligation to reimburse
Boston  Brewing  for  the  unamortized  balance  of the  cost of  change  parts,
modifications  or new  equipment  if,  during the twelve  (12)  calendar  months
immediately  preceding the notice of termination:  (X) Boston Brewing  purchased
less than * barrels of the Products; or (Y) Boston Brewing failed to purchase at
least * of the  volume of the  Products  that was  purchased  by Boston  Brewing
during the twelve (12) calendar  months  immediately  preceding said twelve (12)
calendar month period;  and in either such event, all right, title and ownership
of  such  change  parts,  modifications  or new  equipment  shall  automatically
transfer to Genesee on the effective date of such termination and Boston Brewing
shall have no further interest therein.
                      (iii)    If this Agreement is terminated by Boston Brewing
under  Subparagraphs  10(a) or 10(b) hereof,  or by Genesee under  Subparagraphs
10(c), 10(d) or 10(e) hereof, then Genesee shall have no obligation to reimburse
Boston  Brewing  for the  unamortized  balance of the cost of any change  parts,
modifications  or new  equipment  paid  for in  part  by  Boston  Brewing  under
Subparagraph  9(b)(ii) hereof, and all right, title and ownership of such change
parts, modifications or new equipment shall automatically transfer to Genesee on
the effective date of such  termination and Boston Brewing shall have no further
interest therein.
              (d)  The  parties  agree  to  execute  appropriate  UCC  financing
statements to reflect their  respective  interests in any change parts,  brewery
modifications or new equipment paid for, in whole or in part, by Boston Brewing.
Boston Brewing shall execute and deliver to Genesee UCC termination  statements,
bills of sale and any other documentation  reasonably  requested by Genesee upon
the transfer of ownership to Genesee of any change parts,  modification,  or new
equipment pursuant to Subparagraph 9(c) hereof.
     10.      TERMINATION
              (a) Unless the reason for termination is governed by Subparagraphs
10(c),  10(d)  or 10(e) of this  Agreement,  either  party  may  terminate  this
Agreement  for any other reason in  accordance  with the terms set forth in this
Subparagraph  10(a).  If either party wishes to terminate  this  Agreement,  the
party  wishing  to  terminate  shall  first  notify  the other  party in writing
explaining all of the reasons  causing it to seek  termination.  The other party
shall have * days after receipt of the notice  explaining  reasons to present to
the party that gave notice a



<PAGE>



written  proposal  setting  forth  all of the  proposed  measures,  concessions,
amendments or other  actions which the parties would  undertake to alleviate the
reasons cited in the notice.  The parties shall then  negotiate in good faith to
reach  mutual  agreement on the  proposal.  The parties will not disclose to any
third party that notice has been given, that discussions are taking place or the
content of any such notice or  discussions,  except that either  party may issue
any press release or make any public  disclosure  which such party determines to
be  required  by law or by  the  rules  or  regulations  of any  self-regulating
securities  exchange.  If, within * days after receipt of the notice  explaining
reasons, the parties have not mutually agreed in writing on all of the measures,
concessions,  amendments  and other  actions to be  undertaken  to alleviate the
reasons cited by the party that gave notice, then the party that gave notice may
notify the other  party in writing  that it is  terminating  this  Agreement  in
accordance  with the Notice Period and other terms and  conditions  set forth in
Subparagraph  10(b) of this  Agreement,  provided  that the Notice  Period under
Subparagraph 10(b) shall commence on the date that the notice explaining reasons
was received by the party to which such notice was directed.  A party wishing to
terminate this Agreement shall use good faith and exercise  reasonable  judgment
in concluding that it has reasons for terminating  this Agreement.  Reasons that
may cause a party to terminate this Agreement shall include without  limitation:
* .
              (b) (i) A termination under  Subparagraph 10(a) or 10(e) shall not
be effective  until  expiration of the Notice  Period set forth below,  provided
that in no event  shall the  Notice  Period  extend  the term of this  Agreement
beyond the expiration date set forth in Paragraph 4 hereof.
                               (A)      The duration of the Notice Period in the
event of any termination  initiated by Boston Brewing shall be determined as set
forth  below based on: (1) barrel  volume of the  Products  purchased  by Boston
Brewing in the * calendar months  immediately  preceding  receipt of a notice of
termination;  and (2) the  percentage  of such barrel  volume in relation to the
total  volume of all malt  beverage  products  sold by * during  said * calendar
months:

<TABLE>
<CAPTION>

          Barrel Volume in                     Percentage of *
         Previous 12 Months                                                     Minimum Notice Period
<S>                                             <C>                             <C>
         Less than 180,000                            *                                   *


<PAGE>
       180,000 up to 400,000                          *                                   *
       180,000 up to 400,000                          *                                   *
         More than 400,000                            *                                   *
         More than 400,000                            *                                   *
</TABLE>


                               (B)      The duration of the Notice Period in the
event of any  termination  initiated by Genesee shall be determined as set forth
below based on: (1) barrel volume of the Products purchased by Boston Brewing in
the * calendar months immediately  preceding receipt of a notice of termination;
and (2) the  percentage of such barrel volume in relation to the total volume of
all malt beverage products sold by Boston Brewing during said * calendar months:


<TABLE>
<CAPTION>

        Barrel Volume in                    Percentage of *                Minimum Notice Period
       Previous 12 Months
<S>                                         <C>                            <C>

Less than 180,000                                  *                                 *
180,000 up to 400,000                              *                                 *
180,000 up to 400,000                              *                                 *
More than 400,000                                  *                                 *
More than 400,000                                  *                                 *
</TABLE>


                      (ii)     Notwithstanding the foregoing, if Boston Brewing 
fails for any reason  during any * calendar  month period to purchase at least *
of the volume of the Products that were purchased by Boston Brewing during the *
calendar month period immediately  preceding such * calendar month period,  then
the Notice  Period may, at Genesee's  option,  be reduced to * months if Genesee
elects to terminate this Agreement.
                      (iii)    During each      *      month period during the 
Notice Period, Boston Brewing shall purchase from Genesee and Genesee shall sell
to Boston  Brewing not less than * of the volume of the  Products  purchased  by
Boston Brewing in the  immediately  preceding * period (e.g.,  if Boston Brewing
elects to  terminate  and the rate of  production  achieved  during the * months
immediately  preceding the notice of termination was * barrels and this amounted
to less than * sales during such * period, then Boston Brewing would be required
to purchase not less than * barrels during the first * months of the



<PAGE>



Notice  Period and in the * of the Notice Period * would be required to purchase
not less than the greater of * of the volume of Products  purchased from Genesee
in the * of the  Notice  Period or *  barrels).  If Boston  Brewing  fails or is
unable or  unwilling,  for any reason,  to purchase the  required  volume of the
Products  during the Notice  Period,  then Boston  Brewing shall pay * under the
amount  required to be purchased  during the Notice  Period,  provided  that the
termination fee shall not exceed * if the Notice Period is less than
    * or * if the  Notice  Period  is * . The * , if any,  shall  be  paid  each
January 1, April 1, July 1 and October 1 during the Notice  Period.  The * shall
be calculated by multiplying  the * by the difference  between (x) the number of
barrels of the Products that Boston  Brewing  would have to purchase  during the
three calendar months  preceding each payment date if the volume of the Products
that Boston Beer must purchase during the entire Notice Period was spread evenly
over the entire  Notice  Period  (the  "Quarterly  Volume"),  and (y) the actual
number of barrels of the Products  purchased by Boston  Brewing during the three
calendar months preceding each payment date,  provided that if the amount of the
Products  purchased  by Boston  Brewing  in any  calendar  quarter  exceeds  the
Quarterly  Volume,  then such  excess  shall be carried  forward  and applied to
reduce any  termination  fee that would  otherwise be payable in any  subsequent
calendar quarter.
              (c) In  addition  to  exercising  its rights  under  Paragraph  21
hereof,  either Party may also terminate this  Agreement  effective  immediately
upon  written  notice to the other Party in the event that the other Party is in
default of any of its obligations under this Agreement,  which default continues
for a period of * calendar  days  following  receipt  of written  notice of such
default.
              (d)  Either  Party  may   terminate   this   Agreement   effective
immediately  upon written  notice to the other Party in the event that:  (i) the
other  Party  makes  an  assignment  for the  benefit  of  creditors  or files a
voluntary  bankruptcy,  insolvency,  reorganization  or similar petition seeking
protection from creditors;  (ii) the other Party fails to vacate any involuntary
bankruptcy,  insolvency  or  reorganization  petition  filed  against such Party
within * days  after the  filing  of such  petition;  or (iii)  the other  Party
liquidates, dissolves or ceases to do business as a going concern.



<PAGE>



              (e)     Either Party shall have the right to terminate this 
Agreement as provided herein after     *
              (g) Upon termination pursuant to this Paragraph 10, Boston Brewing
shall  promptly pay to Genesee all unpaid  invoices in full and all unpaid costs
incurred  by Genesee  pursuant  to this  Agreement  in the  brewing,  packaging,
shipping and storage for the Product. Genesee will use all reasonable efforts to
minimize such costs upon  termination  and Boston Brewing will have the right to
review documentation evidencing such costs.
     11.      AGENCY AND INDEMNIFICATION
              Genesee and Boston Brewing understand and agree that neither Party
is, by virtue of this Agreement or anything contained herein,  including Genesee
affixing to any Product and/or registering the name of "The Boston Beer Company"
or "Boston  Brewing  Company,"  constituted  or appointed the agent of the other
Party for any purpose whatsoever,  nor shall anything herein contained be deemed
or  construed  as granting  Boston  Brewing or Genesee any right or authority to
assume or to create any obligation or responsibility, express or implied, for or
on behalf of or in the name of the other,  or to bind the other in any manner or
way whatsoever.  Boston Brewing shall  indemnify and hold harmless  Genesee from
and against any and all claims, expenses, causes of action or liabilities of any
nature whatsoever  (collectively,  "Damages"),  to the extent that Damages arise
solely from the  independent  conduct of Boston  Brewing;  provided that Damages
shall not include any loss, liability,  cost or expense incurred by Genesee as a
consequence  of the  exercise by Boston  Brewing of any of its rights under this
Agreement.
     12.      PRODUCT LIABILITY
              (a)  Genesee  and  Boston  Brewing  shall  each  maintain  product
liability  insurance  coverage in the  respective  amount of not less than * per
occurrence  and * combined  single  limit,  and in the amount of not less than *
combined  single limit in the  aggregate  relating to the  Products  produced by
Genesee for Boston Brewing hereunder.
              (b) Genesee shall  indemnify and hold harmless  Boston Brewing and
all of its  affiliates  from and  against any and all loss,  liability,  cost or
expense  of  any  nature  whatsoever,   including  reasonable   attorney's  fees
(collectively,  "Product Liability Damages"),  arising out of or associated with
the manufacture and/or packaging of the Products by Genesee,  regardless of when
manufactured or packaged, and whether under this Agreement or otherwise,  except
to the



<PAGE>



extent  that (i)  Product  Liability  Damages  were  caused  solely by  improper
storage,  handling  or  alteration  of the  Products  after  delivery  to Boston
Brewing, (ii) Product Liability Damages are based on or result from a claim that
the Products are inherently  defective,  or (iii) Product Liability Damages were
caused by Brewing  Ingredients,  Packaging  Materials  (other  than  bottles) or
Brewing Supplies specified or otherwise approved by Boston Brewing.
              (c) Boston Brewing shall  indemnify and hold harmless  Genesee and
all of its affiliates from and against any and all Product  Liability Damages to
the extent  arising out of the causes  excepted from Genesee's duty to indemnify
Boston  Brewing under clauses (i),  (ii) and (iii) of  subparagraph  (b) of this
Paragraph 12.
              (d) Notwithstanding the provisions of subparagraphs (b) and (c) of
Paragraph  12, in no event shall either  Party be liable to indemnify  the other
Party for consequential damages suffered by the other Party in an amount greater
than  the  lesser  of (i) * for all  Products  during  the  twelve  (12)  months
preceding  the month in which  occurred  the event  giving rise to the claim for
indemnification.
     13.      RECIPE AND QUALITY
              (a) Genesee shall produce the Product  using the  ingredients  and
brewing  formula and  procedures  specified in the Brewing  Package  provided by
Boston Brewing Company to Genesee on June 8, 1995. Genesee shall produce any new
Core  Product or any Other  Products  using the brewing  formula and  procedures
specified in the Brewing Package  provided by Boston Brewing to Genesee for such
Core Product or Other  Products.  Boston  Brewing shall have the right to change
ingredients  and/or brewing formula and procedures upon reasonable prior written
notice,  provided  that  the cost of any such  change  shall be borne by  Boston
Brewing  and,  provided  further,  that the  specified  ingredients  are readily
available in the necessary time frame.
              (b) Genesee shall use its best efforts to meet the  specifications
for the Core Product  attached  hereto as Exhibit A. Genesee  shall use its best
efforts  to meet  the  specifications  for any new  Core  Product  or any  Other
Products  which are  furnished  in  writing  by Boston  Brewing  at the time the
parties  agree to add a new Core  Product or Other  Products to this  Agreement.
Boston  Brewing  has the  right  to  reject  batches  of the  Products  which it
determines  to taste  materially  different  from  representative  sample of the
Products,  such  rejection  not to be  arbitrary or  unreasonable.  Any rejected
batches * by Genesee * .



<PAGE>



              (c) The Products shall be brewed and packaged  according to Boston
Brewing's  specifications,  including the  maintenance  of standards and quality
control  programs  furnished  to Genesee in  writing by Boston  Brewing.  Boston
Brewing shall have ultimate  responsibility  and authority  over every detail of
the production process for the Products,  with such responsibility and authority
as to those  parameters  affecting  beer taste and  quality to be the same as if
Boston  Brewing were the owner of Genesee's  brewing  facility.  Boston  Brewing
shall  have the right,  at any time,  to monitor  and review the  practices  and
procedures  of Genesee in the  production  and  packaging  of the  Products  and
inspect Genesee's brewing facility.  If a decision made by Boston Brewing in the
exercise of its  authority  under this  Subparagraph  13(c)  results in * by the
Parties in the negotiations of the Fixed Charge under Paragraphs 1 and 2 hereof,
* . In addition, in the exercise of its authority under this Subparagraph 13(c),
Boston Brewing shall not interfere with Genesee's production process for its own
proprietary brands.
              (d) Consistent with the provisions of Subparagraph 13(c),  Genesee
and Boston Brewing will, in any and all public statements or comments, recognize
that Boston Brewing  controls the  ingredients,  recipe,  brewing  processes and
procedures and quality  parameters for all Products  produced for Boston Brewing
by Genesee, and that Boston Brewing is the brewer of all such Products.  Neither
Party will make any public statements inconsistent with the foregoing.
     14.      TRADEMARKS
               (a) Genesee  acknowledges  that no trademark or trade name rights
in "Samuel Adams Cream Stout",  "Samuel Adams Boston Ale",  "Samuel Adams Boston
Lager",  "Boston  Lightship  Lager" and "The Boston Beer  Company" and any other
trademarks,  trade  names,  service  marks or  logos  owned  by  Boston  Brewing
(collectively, the "Trademarks') are granted by this Agreement.
              (b) Boston  Brewing hereby  represents,  warrants and covenants to
Genesee that it has and will maintain its right to use the  Trademarks  and will
indemnify and hold harmless  Genesee from any alleged  infringement by any Party
against Genesee  including,  but not limited to,  Genesee's  reasonable costs of
legal expenses.
     15.      TEST BREWING
              Notwithstanding anything to the contrary in this Agreement, Boston
Brewing may, at any time after notice to Genesee engage any other brewer for the
purpose of conducting test



<PAGE>



production and  distribution  of the Products in order to ensure the delivery of
the Product following termination of this Agreement.
     16.      COMPETING PRODUCTS
              (a) Genesee  will not at anytime  use the brewing  formula for the
Products  which Boston  Brewing has supplied to Genesee or any yeast supplied to
Genesee by Boston Brewing to produce a malt beverage  product for itself (or any
of its affiliates) or on behalf of any unaffiliated person.
              (b) For so long as this Agreement remains in effect, Genesee shall
not,  without the prior  written  consent of Boston  Brewing,  produce for or on
behalf of any person unaffiliated with Genesee or Boston Brewing a malt beverage
product for sale in the United States which * . The foregoing  restriction shall
not apply in any calendar year after 1999 unless Boston Brewing has purchased at
least  *  of  the  Products  during  the  prior  calendar  year.  The  foregoing
restriction  shall expire after the * during any Notice Period if Boston Brewing
is the party exercising its right to terminate this Agreement.
              (c) Boston Brewing  acknowledges  that Genesee is currently in the
business of brewing craft and specialty malt beverage  products that are similar
to and compete with the Products, and Boston Brewing agrees that nothing in this
Agreement  shall  prevent  Genesee from  continuing  or expanding  its craft and
specialty  business,  provided  that Genesee  shall not  intentionally  copy the
brewing  formula for the Products or use any yeast supplied to Genesee by Boston
Brewing  to  produce  craft  and  specialty  products  for  itself or any of its
affiliates.  All of the  Products  produced  by  Genesee  for  purposes  of this
Agreement,  including  all work in  process,  shall be  produced  solely for the
benefit of Boston Brewing and used for no other purpose.
     17.      RIGHTS OF OFFSET
              The parties  acknowledge  and agree that, to the extent a Party is
at any time owed money by the other  Party,  such Party may set off such  amount
against  any monies  owed by such  Party from time to time to such other  Party,
said set-off to be  accomplished by written notice to such other Party effective
upon being sent.
     18.      NOTICES
              All notices required herein shall be given by registered  airmail,
return receipt requested,  or by overnight courier service, in both cases with a
copy also sent by telecopier, to



<PAGE>

the following  addresses (unless change thereof has previously been given to the
Party giving the notice) and shall be deemed effective when received:

              If to Boston Brewing:   C. James Koch, President
                                      and Alfred W. Rossow, Jr., EVP and CFO
                                      The Boston Brewing Company
                                      75 Arlington Street, Fifth Floor
                                      Boston, Massachusetts 02116
                                      Telecopier:  (617)368-5500

              with a copy to:         Frederick H. Grein, Jr., Esq.
                                      Hutchins, Wheeler & Dittmar
                                      101 Federal Street
                                      Boston, Massachusetts 02110
                                      Telecopier:  (617) 951-1295

              If to Genesee:          John L. Wehle, Jr., Chairman and
                                      Chief Executive Officer
                                      The Genesee Brewing Company, Inc.
                                      445 St. Paul Street
                                      Rochester, New York 14605
                                      Telecopier:  (716) 325-1964

     19.      SUCCESSORS AND ASSIGNS
              This  Agreement  shall be binding upon and inure to the benefit of
the  successors  and  assigns of the  Parties,  but shall not be assigned by any
Party,  whether by merger,  consolidation,  reorganization,  operation of law or
otherwise,  without the prior written consent of the other Party,  which consent
will not be unreasonably withheld. Notwithstanding the foregoing, Boston Brewing
may assign  this  Agreement  without  the  consent  of Genesee to its  successor
corporation or other successor entity in the event of any reorganization, public
offering or change in the form of entity of Boston Brewing, provided that * . No
failure of a Party to consent to a proposed  assignment of this Agreement by the
other Party shall be deemed  unreasonable  if such Party  believes in good faith
that the  proposed  assignee  is not  capable of  performing  the  financial  or
production  obligations  of  the  Party  proposing  to  assign  this  Agreement.
Assignment  of this  Agreement  shall not  relieve  the  assigning  Party of its
financial  obligations  hereunder,  including  its  indemnification  obligations
hereunder.



<PAGE>



     20.      GOVERNING LAW
              This Agreement  shall be  interpreted  and construed in accordance
with the laws of the Commonwealth of Massachusetts.
     21.      DISPUTE RESOLUTION
              Any  disagreement,  dispute,  controversy or claim with respect to
the  validity  of  this  Agreement  or  arising  out  of or in  relation  to the
Agreement,  or breach  hereof,  shall be  submitted  to  arbitration  in Boston,
Massachusetts,   in  accordance  with  articles  of  the  American   Arbitration
Association for Commercial  Arbitration.  The arbitrator(s) shall have the right
to assess costs  including  legal  expenses,  in favor of the prevailing  parry,
including,   if  applicable,   Genesee's  travel  costs.  The  decision  of  the
arbitrator(s)  shall be final and binding on both Parties.  Notwithstanding  the
foregoing,  the Parties may, prior to submitting a dispute to arbitration,  have
recourse to the courts of the United  States of America or the  Commonwealth  of
Massachusetts  for the purpose of  obtaining a  temporary  restraining  order or
other preliminary injunctive relief. In particular, in the event of an unsettled
dispute  between  the  parties  to this  Agreement,  Boston  Brewing  shall have
recourse to the Courts of the Commonwealth of  Massachusetts  for the purpose of
obtaining a temporary  restraining order or other preliminary  injunctive relief
to require Genesee to continue to brew, package and ship any products ordered by
Boston  Brewing under this  Agreement  until Boston Brewing shall have secured a
new  source  for   production  of  its   products;   provided  that  under  such
circumstances Genesee shall be entitled to payment in advance of production.
     22.      EXECUTION IN COUNTERPARTS
              This Agreement may be executed in one or more counterparts each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute one and the same document.
     23.      AMENDMENTS
              No  amendment,  change  or  modification  of  any  of  the  terms,
provisions  or conditions of this  Agreement  shall be effective  unless made in
writing and signed or  initialed  on behalf of the parties  hereto by their duly
authorized representatives.
     24.      NO THIRD PARTY BENEFICIARIES



<PAGE>



              Genesee and Boston Brewing agree that this Agreement is solely for
their  benefit  and it does not nor is it intended to create any rights in favor
of, or obligations owing to, any person not a Party to this Agreement.
     25.      MERGER; SEPARABILITY
              This  Agreement  terminates  and  supersedes  all prior  formal or
informal  understandings  between the Parties with respect to the subject matter
contained herein, provided that the confidentiality and all other obligations of
the parties under the letter agreement  between the parties dated * shall remain
in full  force and  effect in  accordance  with the terms  thereof.  Should  any
provision or provisions of this Agreement be deemed  ineffective or void for any
reason  whatsoever,  such provision or provisions  shall be deemed separable and
shall not effect the validity of any other provision.
     26.      LIMITATION PERIOD ON CLAIMS
              All  claims  hereunder  must be brought no later than one (1) year
after such claims  arose or the Party  having such claim shall be deemed to have
waived and forever released it; provided that for this purpose,  a claim will be
deemed to have arisen at the time the Party  asserting  the claim  first  became
aware of it.
     IN WITNESS WHEREOF,  the parties hereto enter into this Agreement as of the
date first above written.

Witness:                  BOSTON BREWING COMPANY LIMITED PARTNERSHIP
                          By:  Boston Beer Company, Inc., General Partner


                          By:
                              C. James Koch, President

Witness:                  THE GENESEE BREWING COMPANY, INC.


                          By:
                              John L. Wehle, Jr., Chairman
                              and Chief Executive Officer


Exhibit 11
            STATEMENT REGARDING COMPUTATION OF NET EARNINGS PER SHARE
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


                           THREE MONTHS ENDED                  SIX MONTHS ENDED
                      ------------------------------     ----------------------
                        JUNE 28,          JUNE 28,         JUNE 28,    JUNE 28,
                         1997              1996             1997        1996
                         ----              ----             ----        ----
                      -------------  ---------------     -------------  -------

WEIGHTED AVERAGE
NUMBER OF COMMON 
SHARES
OUTSTANDING            20,330,292       19,899,280       20,217,236   19,861,405
- -----------            -----------      -----------      ----------   ----------


ADD: COMMON EQUIVALENT 
SHARES REPRESENTING

   SHARES ISSUABLE UPON 
   CONVERSION OF STOCK
   OPTIONS                135,808          420,233         206,833      422,934
                       ----------          --------      ----------    -------- 


WEIGHTED AVERAGE 
NUMBER OF COMMON AND 
COMMON
EQUIVALENT SHARES      20,466,100       20,319,513      20,424,069   20,284,339
                      ===========      ===========      ==========  ===========

NET INCOME          $       1,435    $      2,361      $     3,015   $    5,001
                    =============     ============       ========== ===========

PRIMARY EARNINGS 
PER SHARE           $        0.07    $      0.12      $       0.15  $     0.25
                    =============    =============    ============= ===========

FULLY DILUTED 
EARNINGS PER SHARE  $        0.07  $        0.12      $       0.15  $     0.25
                    =============  ===============    =============  ==========






<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BOSTON BEER COMPANY, INC.'S 
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF OPERATIONS AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                   1,000
<CURRENCY>           U.S. DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        6-MOS
<FISCAL-YEAR-END>                              DEC-28-1997
<PERIOD-START>                                 DEC-29-1997
<PERIOD-END>                                   JUN-28-1997
<EXCHANGE-RATE>                                          1
<CASH>                                                   0  
<SECURITIES>                                        36,322
<RECEIVABLES>                                       23,554
<ALLOWANCES>                                        (1,992)  
<INVENTORY>                                         16,192
<CURRENT-ASSETS>                                    79,665
<PP&E>                                              32,618
<DEPRECIATION>                                      (8,399)
<TOTAL-ASSETS>                                     108,065
<CURRENT-LIABILITIES>                               39,978
<BONDS>                                                  0 
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                               204<F1>
<OTHER-SE>                                          67,883
<TOTAL-LIABILITY-AND-EQUITY>                       108,065
<SALES>                                            103,957
<TOTAL-REVENUES>                                    91,693
<CGS>                                               46,578
<TOTAL-COSTS>                                       86,992
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                     357
<INCOME-PRETAX>                                      5,355
<INCOME-TAX>                                         2,340
<INCOME-CONTINUING>                                  3,015
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                         3,015
<EPS-PRIMARY>                                         0.15
<EPS-DILUTED>                                         0.15
<FN>
<F1> THIS NUMBER INCLUDES 16,301,848 SHARES OF CLASS A COMMON STOCK WITH A PAR 
VALUE OF $163,000 AND 4,107,355 SHARES OF CLASS B STOCK WITH A PAR VALUE OF 
$41, 000.
</FN>
        

</TABLE>