<PAGE>   1
     As filed with the Securities and Exchange Commission on March 22, 2001

                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                      -------------------------------------

                            RED BELL BREWING COMPANY
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                        2082                         23-2729103
(State or other            (Primary Standard Industrial       (I.R.S. Employer
jurisdiction of             Classification Code Number)      Identification No.)
incorporation or
organization)

                              3100 Jefferson Street
                      Philadelphia, Pennsylvania 19121-3508
              (Address of principal executive offices and zip code)

--------------------------------------------------------------------------------

                           KEY MANAGEMENT OPTION PLANS
                            (full title of the plan)
--------------------------------------------------------------------------------

                                  James R. Bell
                             Chief Executive Officer
                            Red Bell Brewing Company
                              3100 Jefferson Street
                      Philadelphia, Pennsylvania 19121-3508
                                  (215)235-2460
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

        -----------------------------------------------------------------
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of         Proposed       Proposed
Securities        Amount         Maximum             Maximum                   Amount of
  to be           to be          Offering Price      Aggregate                 Registration
 Offered          Registered     Per share (1)       Offering Price (1)        Fee(1)
 -------          ----------     -------------       ------------------        ------
<S>               <C>            <C>                 <C>                       <C>
Common Stock      149,992(2)       $  4.50              $  674,964                $168.74
Common Stock      583,000(3)       $  4.50              $2,623,500                $655.88
Common Stock      100,000(4)       $  4.50              $  450,000                $112.50
                  ----------                            ----------                -------

    Total         832,992                               $3,748,464                $937.12
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457(h), the offering price is based upon the last sales price of our
Common Stock in a private placement on February 23, 2001 at $4.50 per share. The
registration fee represents .00025 of the proposed maximum aggregate offering
price.

(2) Represents 149,992 shares of Common Stock underlying options issued to
executive officers and a director in March 2001 which are exercisable at $.10
per share (James R. Bell- 75,000 shares, Robert T. Huttick- 65,000 shares and
James T. Cancro- 9,992 shares) .

(3) Represents 583,000 shares of Common Stock underlying options issued to James
R. Bell, our President, in May 1995 which are exercisable at $.30 per share.

(4) Represents 100,000 shares of Common Stock underlying options issued to
Robert T. Huttick, our Vice President, in July 1997 which are exercisable at
$2.75 per share.
<PAGE>   3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the employee benefit plans to which this registration
statement relates pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended ("Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed in (a) through (b) below are incorporated by
reference in the Registration Statement and made a part hereof. All documents
subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

         (a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended December 31, 2000; and

         (b) The description of the Common Stock of the Registrant, no par value
per share ("Common Stock"), contained in the Registrant's Form 10-SB, including
any amendment or report filed for the purpose of updating such description.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C,
securities counsel to the Company, is the beneficial owner of 40,000 shares of
Common Stock.

Item 6.  Indemnification of Directors and Officers

         Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
<PAGE>   4
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

         Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually in the aggregate, represent a fundamental
change in the information in the registration statement; and

            (iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
<PAGE>   5
         Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.

              (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as the initial bona fide
offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Philadelphia, Pennsylvania, on March 21, 2001.

                                    RED BELL BREWING COMPANY


                               By:  /s/ James R. Bell
                                    -------------------------------------
                                    James R. Bell,
                                    Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.


<TABLE>
<CAPTION>
         Signature                             Title                              Date
         ---------                            -----                               ----
<S>                                   <C>                                      <C>
/s/ James R. Bell                     Chairman of the Board                    March 21, 2001
----------------------------          and Chief Executive Officer,
James R. Bell                         (Principal Executive Officer)



/s/ Robert T. Huttick                 Vice President                           March 21, 2001
----------------------------          (Principal Accounting Officer)
 Robert T. Huttick



/s/ James T. Cancro
----------------------------          Director                                 March 21, 2001
James T. Cancro
</TABLE>
<PAGE>   7
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                Description
-----------                -----------
<S>               <C>
5                 Opinion of Lurio & Associates, P,C.

10.1              Non-Qualified Stock Option Agreement dated May 16, 1995
                  between Red Bell and James R. Bell (Incorporated by reference
                  to Exhibit 10.8 to Form 10-SB, Registration No. 0-3215).

10.2              Option Certificate No. RB-10 dated July 1, 1997 in the name of
                  Robert Huttick (Incorporated by reference to Exhibit 10.18 to
                  Form 10-KSB Annual Report for the year ended December 31,
                  2000).

10.3              Option Certificate No. RB-1 dated March 20, 2001 in the name
                  of James R. Bell (Incorporated by reference to Exhibit 10.11
                  to Form 10-KSB Annual Report for the year ended December 31,
                  2000).

10.4              Option Certificate No. RB-4 dated March 20, 2001 in the name
                  of Robert Huttick (Incorporated by reference to Exhibit 10.12
                  to Form 10-KSB Annual Report for the year ended December 31,
                  2000).

10.5              Option Certificate No. RB-2 dated March 20, 2001 in the name
                  of James Cancro (Incorporated by reference to Exhibit 10.13 to
                  Form 10-KSB Annual Report for the year ended December 31,
                  2000).

23.1              Consent of Lurio & Associates, P,C.
                  (included in the opinion filed
                  as Exhibit 5 hereto)

23.2              Consent of Independent Auditors
</TABLE>
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{"company-data": {"conformed-name": "RED BELL BREWING CO", "cik": "0001129615", "assigned-sic": "2082", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57412", "film-number": "1576422"}, "business-address": {"street1": "3100 WEST JEFFERSON STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19121-3508", "phone": "2152352460"}, "mail-address": {"street1": "3100 WEST JEFFERSON STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19121-3508"}}
1
     As filed with the Securities and Exchange Commission on March 22, 2001

                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                      -------------------------------------

                            RED BELL BREWING COMPANY
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                        2082                         23-2729103
(State or other            (Primary Standard Industrial       (I.R.S. Employer
jurisdiction of             Classification Code Number)      Identification No.)
incorporation or
organization)

                              3100 Jefferson Street
                      Philadelphia, Pennsylvania 19121-3508
              (Address of principal executive offices and zip code)

--------------------------------------------------------------------------------

                           KEY MANAGEMENT OPTION PLANS
                            (full title of the plan)
--------------------------------------------------------------------------------

                                  James R. Bell
                             Chief Executive Officer
                            Red Bell Brewing Company
                              3100 Jefferson Street
                      Philadelphia, Pennsylvania 19121-3508
                                  (215)235-2460
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

        -----------------------------------------------------------------
2
                         CALCULATION OF REGISTRATION FEE
Title of         Proposed       Proposed
Securities        Amount         Maximum             Maximum                   Amount of
  to be           to be          Offering Price      Aggregate                 Registration
 Offered          Registered     Per share (1)       Offering Price (1)        Fee(1)
 -------          ----------     -------------       ------------------        ------
Common Stock      149,992(2)       $  4.50              $  674,964                $168.74
Common Stock      583,000(3)       $  4.50              $2,623,500                $655.88
Common Stock      100,000(4)       $  4.50              $  450,000                $112.50
                  ----------                            ----------                -------

    Total         832,992                               $3,748,464                $937.12
(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457(h), the offering price is based upon the last sales price of our
Common Stock in a private placement on February 23, 2001 at $4.50 per share. The
registration fee represents .00025 of the proposed maximum aggregate offering
price.

(2) Represents 149,992 shares of Common Stock underlying options issued to
executive officers and a director in March 2001 which are exercisable at $.10
per share (James R. Bell- 75,000 shares, Robert T. Huttick- 65,000 shares and
James T. Cancro- 9,992 shares) .

(3) Represents 583,000 shares of Common Stock underlying options issued to James
R. Bell, our President, in May 1995 which are exercisable at $.30 per share.

(4) Represents 100,000 shares of Common Stock underlying options issued to
Robert T. Huttick, our Vice President, in July 1997 which are exercisable at
$2.75 per share.
3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the employee benefit plans to which this registration
statement relates pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended ("Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed in (a) through (b) below are incorporated by
reference in the Registration Statement and made a part hereof. All documents
subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

         (a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended December 31, 2000; and

         (b) The description of the Common Stock of the Registrant, no par value
per share ("Common Stock"), contained in the Registrant's Form 10-SB, including
any amendment or report filed for the purpose of updating such description.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C,
securities counsel to the Company, is the beneficial owner of 40,000 shares of
Common Stock.

Item 6.  Indemnification of Directors and Officers

         Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
4
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

         Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually in the aggregate, represent a fundamental
change in the information in the registration statement; and

            (iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
5
         Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.

              (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as the initial bona fide
offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Philadelphia, Pennsylvania, on March 21, 2001.

                                    RED BELL BREWING COMPANY

                               By:  /s/ James R. Bell
                                    -------------------------------------
                                    James R. Bell,
                                    Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.
Signature                             Title                              Date
         ---------                            -----                               ----
/s/ James R. Bell                     Chairman of the Board                    March 21, 2001
----------------------------          and Chief Executive Officer,
James R. Bell                         (Principal Executive Officer)

/s/ Robert T. Huttick                 Vice President                           March 21, 2001
----------------------------          (Principal Accounting Officer)
 Robert T. Huttick

/s/ James T. Cancro
----------------------------          Director                                 March 21, 2001
James T. Cancro
7
                                  EXHIBIT INDEX
Exhibit No.                Description
-----------                -----------
5                 Opinion of Lurio & Associates, P,C.

10.1              Non-Qualified Stock Option Agreement dated May 16, 1995
                  between Red Bell and James R. Bell (Incorporated by reference
                  to Exhibit 10.8 to Form 10-SB, Registration No. 0-3215).

10.2              Option Certificate No. RB-10 dated July 1, 1997 in the name of
                  Robert Huttick (Incorporated by reference to Exhibit 10.18 to
                  Form 10-KSB Annual Report for the year ended December 31,
                  2000).

10.3              Option Certificate No. RB-1 dated March 20, 2001 in the name
                  of James R. Bell (Incorporated by reference to Exhibit 10.11
                  to Form 10-KSB Annual Report for the year ended December 31,
                  2000).

10.4              Option Certificate No. RB-4 dated March 20, 2001 in the name
                  of Robert Huttick (Incorporated by reference to Exhibit 10.12
                  to Form 10-KSB Annual Report for the year ended December 31,
                  2000).

10.5              Option Certificate No. RB-2 dated March 20, 2001 in the name
                  of James Cancro (Incorporated by reference to Exhibit 10.13 to
                  Form 10-KSB Annual Report for the year ended December 31,
                  2000).

23.1              Consent of Lurio & Associates, P,C.
                  (included in the opinion filed
                  as Exhibit 5 hereto)

23.2              Consent of Independent Auditors