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


                                    FORM 8-K

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


Date of report (Date of earliest event reported):  October 24, 1997

                         MENDOCINO BREWING COMPANY, INC.
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             (Exact name of registrant as specified in its charter)


        California                     1-13636                   68-0318293
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State or Other Jurisdiction         (Commission               (I.R.S. Employer
     of Incorporation)              File number)             Identification No.)


13351 South Highway 101, Hopland, CA                                       95449
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(Address of Principal Executive Offices)                              (Zip Code)

Registrant's phone number, including area code:  707-744-1015


                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)



Item 1.  Changes of Control of Registrant.

On October 24, 1997,  the  registrant,  Mendocino  Brewing  Company,  Inc.  (the
"Company") entered into a series of agreements with United Breweries of America,
Inc.  ("UBA") the effect of which was to vest control of the Company in UBA. The
agreements  included an  Investment  Agreement  with UBA whereby (a) the Company
issued  1,600,000 shares of common stock to UBA at a purchase price of $4.25 per
share in exchange for  $1,800,000  cash and  $5,000,000 in assets in the form of
100% of the  outstanding  interests  of Releta  Brewing  Company  LLC, a limited
liability  company  formed by UBA for the purpose of acquiring the North Country
Brewery in Saratoga  Springs,  New York; and (b) UBA  unconditionally  agreed to
purchase an additional 517,647 shares for cash at $4.25 per share ($2,200,000 in
the  aggregate) on or before  November 30, 1997.  The  foregoing  shares were in
addition to 2,000 the Company  issued to UBA on October 24, 1997,  pursuant to a
Refundable   Deposit  Agreement  with  The  UB  Group  dated  May  2,  1997,  in
consideration  of a  $250,000  refundable  deposit  toward the  purchase  of the
foregoing securities.

The Investment  Agreement also granted UBA the following  rights,  among others:
(a) a right of first offer with respect to future sales of Company securities to
ensure  that  UBA may  purchase  a  number  of  shares  offered  by the  Company
sufficient to maintain UBA's percentage of ownership on a fully-diluted basis at
45%; (b) a prohibition  on the issuance by the Company of securities  that would
enable  any  other  party to  exceed  the  percentage  ownership  of the  voting
securities owned by UBA; (c) a prohibition on issuing senior securities  without
the consent of UBA;  and (d)  prohibitions  on  purchases  or sales of assets in
amounts  in  excess  of 50% of the  book  value  of the  Company's  assets.  The
restrictions  terminate when UBA's share ownership falls below certain levels as
specified in the Investment Agreement.

In connection with, and as a condition to, UBA's investment in the Company,  (a)
the  Board of  Directors  increased  the size of the  Board  from  five to seven
persons as  permitted  by the bylaws of the  Company;  (b) Norman H.  Franks and
Michael F. Lovett resigned from the Board of Directors; (c) Vijay Mallya, O'Neil
Nalavadi,  Jerome G.  Merchant,  and Yashpal  Singh were  appointed  to fill the
resulting vacancies on the Board of Directors; (d) Eric G. Bradley and Daniel R.
Moldenhauer  agreed to resign as directors  effective December 31, 1997; and (e)
Mr. Mallya was elected Chairman of the Board and Chief Executive  Officer of the
Company.  As of the  date of this  report,  Management  has not  identified  any
candidates to replace Messrs. Bradley and Moldenhauer as directors.

Also in connection with, and as a condition to, UBA's investment in the Company,
UBA and Messrs. Laybourn,  Franks, Lovett, John Scahill, and Don Barkley entered
into a Shareholders' Agreement that requires the parties to vote their shares in
any election of Company  directors in favor of four  individuals  designated  by
UBA, two independent directors acceptable to UBA, and one individual selected by
Michael Laybourn.  The Shareholders'  Agreement also grants UBA a right of first
refusal with  respect to any sale of the  Company's  capital  stock by the other
parties to the Agreement. The Shareholders' Agreement expires in October 2004.

Immediately  before the  transaction,  the Company's  officers,  directors,  and
founders  and their  spouses  owned,  in the  aggregate,  963,926  shares of the
Company's



outstanding  Common Stock,  which  represented  41.1% of the outstanding  Common
Stock (disregarding 300,000 shares of stock issued to BDM Construction Co., Inc.
("BDM")  subject to  substantial  restrictions  as  security  for a debt).  Upon
completion of the  transaction,  and the anticipated  repayment of the Company's
indebtedness to BDM resulting in the cancellation of 300,000 shares held by BDM,
UBA will own 2,119,647 shares  representing  47.5% of the outstanding  shares of
Common Stock.

The cash used by UBA to make the investment was generated from UBA's  operations
and  investments and from  contributions  to capital by UBA's  shareholder.  The
shares  of UBA are  owned by a  foreign  corporation,  the  shares  of which are
controlled by  fiduciaries  who may exercise  discretion in Mr.  Mallya's  favor
amongst others. Mr. Mallya is the Chairman and Chief Executive Officer of UBA.

Item 2.  Acquisition of Disposition of Assets.

On October 24, 1997,  as part of UBA's  investment  in the Company,  the Company
acquired  100% of the  outstanding  interests  of  Releta  Brewing  Company  LLC
("Releta"),  a  limited  liability  company  formed  by UBA for the  purpose  of
acquiring the North Country Brewery in Saratoga  Springs,  New York. The brewery
was  approximately  one year  old,  and was  built at an  original  cost of $8.7
million.  The Company  paid UBA $5 million in Common  Stock  valued at $4.25 per
share for the interests in Releta.  UBA  represented  to the Company that the $5
million represented UBA's actual combined out of pocket costs incurred in taking
possession of the brewery and in connection with certain related transactions.

UBA also  agreed to provide  funding  for the working  capital  requirements  of
Releta in an amount not to exceed $1 million  until  October  24,  1999 or until
Releta's  operations are profitable,  whichever comes first.  The funding may be
provided directly by UBA or UBA may arrange for such financing by a third party.
Any amounts funded will be evidenced by a credit agreement in form customary for
such financings and will be secured by a first position security interest in the
equity  interest  in and assets of Releta.  The terms of the  funding  are to be
mutually  agreeable  between  UBA and the  Company  and are to be  approved by a
majority of the disinterested members of the Board of Directors of the Company.

Before it was acquired by UBA,  North  Country  Brewery  brewed and bottled ales
sold under the following trademarks:  NORTH COUNTRY ALES, WHITE FACE, WHITEFACE,
FAT BEAR, and NORTHERN  EXPOSURE.  Releta filed intent to use applications  with
the U.S. Patent and Trademark Office for those marks following their abandonment
by their previous  owner.  The Company intends to continue to brew the foregoing
brands under those marks, and to brew the Company's own brands at the facility.

Mr. Vijay Mallya, the Chairman of UBA, has also indicated that The UB Group will
be willing to  contract  with  Releta to brew The UB  Group's  Kingfisher  brand
premium  light  lager.  The terms of any such  arrangement  have not been agreed
upon,  but it is  anticipated  that they will be  approved  by a majority of the
disinterested members of the Board of Directors of the Company.

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Items 3-6. (Not Applicable)


Item 7. Financial Statements and Exhibits

The following exhibits are filed as part of this report.


Exhibit
Number               Description of Document
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2.1             (A)  Investment Agreement between the Company and United Breweries of
                     America, Inc. dated October 24, 1997

2.2             (A)  Shareholders' Agreement among the Company, United Breweries of America,
                     Inc., H. Michael Laybourn, Norman H. Franks, Michael F. Lovett, John Scahill,
                     and Don Barkley dated October 24, 1997

2.3             (B)  Refundable Deposit Agreement with The UB Group dated May 2, 1997

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                (A)  Incorporated  by  reference  from the Schedule  13D filed with the  Commission
                     on November 3, 1997 by United Breweries of America, Inc. and Vijay Mallya.

                (B)  Incorporated by reference from the Company's Report on Form 10-QSB  for  the
                     quarterly period ended March 31, 1997 previously filed with the Commission.




Items 8-9. (Not Applicable)

                                   SIGNATURES

Pursuant  to the  requirements  of 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.



Date:  November 4, 1997                       By  /s/ H. Michael Laybourn
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                                                  H. Michael Laybourn, President

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