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)  March 31, 1997


                              FREDERICK BREWING CO.
             (Exact name of registrant as specified in its charter)

                                    MARYLAND
                 (State or other jurisdiction of incorporation)


         0-27800                                                   52-1769647
(Commission File Number)                       (IRS Employer Identification No.)

4607 Wedgewood Boulevard, Frederick, Maryland                         21703
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code:  (301) 694-7899



<PAGE>



Item 5.        Other Events.

               On March 31, 1997 the  Registrant  completed  its  offering of 8%
Cumulative  Convertible  Preferred  Stock,  Series A  ("Series  A  Stock").  The
offering  was made under  Section 4(2) of the  Securities  Act. A total of 1,848
shares were sold at a price of $500 per share,  including  630 shares  issued to
the general  contractor  of the  Company's  brewery  facility  for  construction
services and costs.  The Series A Stock is  convertible  into common stock at an
average  conversion  price of $3.71955 per share. The placement agent were Ryan,
Lee & Company, Incorporated and Solomonson & Associates, Inc. A sales commission
of 10% was paid.  The offering wa sold to 13  accredited  and 22  non-accredited
persons  under  Section  4(2) to  U.S.  persons.  Each  purchasers  executed  an
investment  letter whereon he was required to acknowledge the restricted  nature
of the  investment  in the Series A Stock and  consented  to the  placement of a
restrictive legend on the certificates representing the Series A Stock.

               With the completion of this offering,  together with the offering
described in Item 9 and having met certain other  requirements,  the Company has
completed its performance under the Forbearance  Agreements with its lenders and
the alleged  defaults  described  therein are deemed to have been cured.  Signet
Bank has completed all funding under the loan documents.


Item 7.      Financial Statements,Pro Forma Financial Information and Exhibits.

               (c)         Exhibits

               3.3     Articles Supplementary for Series B Convertible Preferred
                        Stock.

Item 9.        Sales of Equity Securities Pursuant to Regulation S.

               On March 31, 1997 the Registrant closed on the first subscription
for 3,750 shares of Series B Convertible  Preferred  Stock.  As of April 8, 1997
the Registrant had closed the sale of a total of 2,525 shares (for $2,525,000 in
gross  proceeds)  under  Regulation S and 1,225 shares (for  $1,225,000 in gross
proceeds) under Section 4(2) to U.S.  purchasers.  Sales commissions of 12% were
paid.  World  Capital  Funding  acted  as the  placement  agent.  The  Series  B
Convertible  Preferred  Stock is  convertible  into common stock at the lower of
$3.50 per share or 70% of the  closing  bid price of the common  stock  averaged
over the five days  prior to  conversion.  The U.S.  offering  was sold to three
accredited  and six  non-accredited  persons,  and the Regulation S offering was
sold  to  8  non-U.S.  Persons.  Each  purchaser  signed  an  investment  letter
acknowledging   the  restricted  nature  of  the  investment  in  the  Series  B
Convertible  Preferred  Stock and  consented to the  placement of a  restrictive
legend on the certificates  representing the Shares. The Regulation S purchasers
also made representations as to their status as non-U.S. persons.


                                                         2

<PAGE>


                                   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 thereunto duly authorized.

Dated:     April 10, 1997                         FREDERICK BREWING CO.



                                                  By:     /s/ Kevin Brannon
                                                         Chairman and Chief 
                                                         Executive Officer


                                                         3

<PAGE>
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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)  March 31, 1997

                              FREDERICK BREWING CO.
             (Exact name of registrant as specified in its charter)

                                    MARYLAND
                 (State or other jurisdiction of incorporation)

         0-27800                                                   52-1769647
(Commission File Number)                       (IRS Employer Identification No.)

4607 Wedgewood Boulevard, Frederick, Maryland                         21703
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:  (301) 694-7899
Item 5.        Other Events.

               On March 31, 1997 the  Registrant  completed  its  offering of 8%
Cumulative  Convertible  Preferred  Stock,  Series A  ("Series  A  Stock").  The
offering  was made under  Section 4(2) of the  Securities  Act. A total of 1,848
shares were sold at a price of $500 per share,  including  630 shares  issued to
the general  contractor  of the  Company's  brewery  facility  for  construction
services and costs.  The Series A Stock is  convertible  into common stock at an
average  conversion  price of $3.71955 per share. The placement agent were Ryan,
Lee & Company, Incorporated and Solomonson & Associates, Inc. A sales commission
of 10% was paid.  The offering wa sold to 13  accredited  and 22  non-accredited
persons  under  Section  4(2) to  U.S.  persons.  Each  purchasers  executed  an
investment  letter whereon he was required to acknowledge the restricted  nature
of the  investment  in the Series A Stock and  consented  to the  placement of a
restrictive legend on the certificates representing the Series A Stock.

               With the completion of this offering,  together with the offering
described in Item 9 and having met certain other  requirements,  the Company has
completed its performance under the Forbearance  Agreements with its lenders and
the alleged  defaults  described  therein are deemed to have been cured.  Signet
Bank has completed all funding under the loan documents.

Item 7.      Financial Statements,Pro Forma Financial Information and Exhibits.

               (c)         Exhibits

               3.3     Articles Supplementary for Series B Convertible Preferred
                        Stock.

Item 9.        Sales of Equity Securities Pursuant to Regulation S.

               On March 31, 1997 the Registrant closed on the first subscription
for 3,750 shares of Series B Convertible  Preferred  Stock.  As of April 8, 1997
the Registrant had closed the sale of a total of 2,525 shares (for $2,525,000 in
gross  proceeds)  under  Regulation S and 1,225 shares (for  $1,225,000 in gross
proceeds) under Section 4(2) to U.S.  purchasers.  Sales commissions of 12% were
paid.  World  Capital  Funding  acted  as the  placement  agent.  The  Series  B
Convertible  Preferred  Stock is  convertible  into common stock at the lower of
$3.50 per share or 70% of the  closing  bid price of the common  stock  averaged
over the five days  prior to  conversion.  The U.S.  offering  was sold to three
accredited  and six  non-accredited  persons,  and the Regulation S offering was
sold  to  8  non-U.S.  Persons.  Each  purchaser  signed  an  investment  letter
acknowledging   the  restricted  nature  of  the  investment  in  the  Series  B
Convertible  Preferred  Stock and  consented to the  placement of a  restrictive
legend on the certificates  representing the Shares. The Regulation S purchasers
also made representations as to their status as non-U.S. persons.

                                                         2
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 thereunto duly authorized.

Dated:     April 10, 1997                         FREDERICK BREWING CO.

                                                  By:     /s/ Kevin Brannon
                                                         Chairman and Chief 
                                                         Executive Officer

                                                         3