U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2000

                           Commission File No. 0-22524

                         MENDOCINO BREWING COMPANY, INC.
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)

                California                                68-0318293
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(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                      Identification Number)

13351 South Highway 101,                                     95449
Hopland, California
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:      (707) 744-1015
                                                      --------------------------







Item 5.  Other events

On November 22, 2000,  Mendocino  Brewing Company,  Inc. (the "Company") filed a
definitive   proxy   statement  in  connection   with  its  Annual   Meeting  of
Shareholders,  which is scheduled to be held on January 24, 2001.  At the Annual
Meeting,  the Company's  shareholders  will be asked to consider four Proposals:
(1) approval of a Share Purchase  Agreement between the Company and two offshore
entities,  Inversiones  Mirabel,  S.A.  ("Inversiones"),  and Golden Eagle Trust
("Golden  Eagle"),  under  which the  Company  would  acquire  United  Breweries
International,  UK Ltd. its wholly owned  subsidiary,  UBSN Ltd., as well as the
U.S. and Canadian  distribution rights for Kingfisher Premium Lager, in exchange
for  5,500,000  shares of the  Company's  Common  Stock;  (2)  amendment  of the
Company's  Bylaws  to  allow  for the  election  of up to eight  Directors;  (3)
election of the Company's  Directors for the forthcoming year, for which purpose
the Board of Directors  has  nominated  all seven of the existing  Directors for
re-election and  Inversiones  has nominated,  pursuant to the terms of the Stock
Purchase  Agreement (and assuming that Proposal No. 2, above, is approved by the
shareholders),  David Townshend; and (4) ratification of the appointment of Moss
Adams,  L.L.P.  to serve as the Company's  independent  accountants for the year
ending December 31, 2000

The main  Proposal  to be  considered  at the  Annual  Meeting  is the  proposed
acquisition of UBI, UK Ltd. and UBSN from Inversiones and Golden Eagle,  both of
which entities are affiliated  with the Company's  largest  shareholder,  United
Breweries of America Inc., and its Chairman of the Board, Dr. Vijay Mallya.  The
Company originally  announced the proposed acquisition by press release on March
29, 2000, but because of a variety of accounting,  legal, and transaction issues
the Share  Purchase  Agreement was not formally  entered into until  November 3,
2000.  The proxy  statement  describes in detail the terms and conditions of the
proposed  acquisition,  and includes as an attachment both the text of the Share
Purchase Agreement and an opinion,  prepared by the Company's financial advisor,
Sage Capital LLC, as to the fairness of the transaction,  from a financial point
of view,  to the Company's  shareholders.  The proxy  statement  also includes a
description  of the  businesses  of UBI, UK Ltd. and UBSN,  as well as financial
statements of the two companies.

The Company  expects that it will mail the definitive  proxy  statement or about
December 18, 2000.  Meanwhile,  a copy of the  definitive  proxy  statement (and
other information periodically filed with the Securities and Exchange Commission
(the "Commission")) is available now and can be inspected and copies made at the
public  reference  facilities of the  Commission at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, and the  Commission's  regional offices at Seven
World Trade Center,  Suite 1300, New York,  New York 10048 and Citicorp  Center,
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661.  Copies of such
material  can  also  be  obtained  from  the  Public  Reference  Section  of the
Commission at its Washington,  D.C. address at prescribed  rates.  Such material
may also be accessed  electronically  by means of the  Commission's  Web site at
http://www.sec.gov.





                                   SIGNATURES

Pursuant  to the  requirements  on the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    MENDOCINO BREWING COMPANY, INC.
                                            (Registrant)


Date:  November 28, 2000            By  /s/ P.A. Murali
                                        ----------------------------------------
                                            P.A. Murali, Chief Financial Officer