SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                  Commission File Number 1-13636


(Check One)  [X] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q
[ ] Form N-SAR  [ ] Form N-CSR

For period ended   DECEMBER 31, 2003
                   -----------------

[ ] Transition Report on Form 10-K and Form 10-KSB

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q and Form 10-QSB

[ ] Transition Report on Form N-SAR

For the transition period ended ____________________________

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
_________________________________




                                     PART I

                             REGISTRANT INFORMATION

Full name of registrant  Mendocino Brewing Company, Inc.
                         -------------------------------

Former name if applicable  Not Applicable
                           --------------

Address of principal executive office (STREET AND NUMBER)  1601 Airport Road
                                                         -------------------

City, state and zip code  Ukiah, CA 95482
                         ----------------

                                     PART II

                             RULE 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

          (a)  The reasons described in reasonable detail in Part III of this
               Form could not be eliminated without unreasonable effort or
               expense;

          (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N- CSR, or
[X]            portion thereof, will be filed on or before the fifteenth
               calendar day following the prescribed due date; or the subject
               quarterly report or transition report on Form 10-Q, or portion
               thereof, will be filed on or before the fifth calendar day
               following the prescribed due date; and

          (c)  The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.

                                    PART III

                                    NARRATIVE

     The registrant is a party to a credit agreement which is scheduled to
expire on April 30, 2004, and a borrower under a temporary loan which is due for
repayment on June 23, 2004. Both the credit agreement and the loan in question
are secured by all or a substantial part of the registrant's assets. The Company
is in discussions with other lenders to replace the existing loan and credit
facilities. While management believes that it will be successful in refinancing
these agreements, a failure to do so would have a significant impact on the
Company's liquidity and operations. The registrant is engaged in ongoing
discussions with its independent auditors as to the effect of these issues on
the registrant's financial statements and the auditor's



independent report thereon. In addition to its continuing discussions with these
potential lenders, the registrant is also currently in the process of attempting
to obtain additional financing, or some other form of credit enhancement, from
one or more of its affiliates. There can be no assurance, however, that its
efforts in this regard will be successful.

     For the above reasons, the registrant is unable to timely file its annual
report on Form 10-KSB for the year ended December 31, 2003, without unreasonable
effort or expense.

                                     PART IV

                                OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to this
notification.

              N. MAHADEVAN, CHIEF FINANCIAL OFFICER (707) 463-2087

     (2)  Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If the answer is no,
identify report(s).

                                                                  [X] Yes [ ] No

     (3)  Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof ?

                                                                  [ ] Yes [X] No



                         MENDOCINO BREWING COMPANY, INC.

                ------------------------------------------------
                  (Name of Registrant as Specified in Charter)

     Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

     Date:  March 31, 2004                  By:
                                               ---------------------------------
                                                  N. Mahadevan
                                                  Chief Financial Officer