As filed with the Securities and Exchange Commission on November 18, 1996.
                                                  Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             PYRAMID BREWERIES INC.
             (Exact name of registrant as specified in its charter)
Washington                                       91-1258355
State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.) 

                           91 South Royal Brougham Way
                            Seattle, Washington 98134
               (Address of Principal Executive Offices)(Zip Code)

             PYRAMID BREWERIES INC. 1995 EMPLOYEE STOCK OPTION PLAN
         PYRAMID BREWERIES INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
            PYRAMID BREWERIES INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                                   Don Burdick
                             Chief Financial Officer
                           91 South Royal Brougham Way
                            Seattle, Washington 98134
                                 (206) 682-8322
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                                 David R. Wilson
                            Foster Pepper & Shefelman
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400

   Approximate         date of commencement of proposed reoffer or resale to the
                       public by  affiliates  of the  registrant:  As soon as is
                       practicable after filing of the Registration Statement.
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

================================================================================================================================
<S>                           <C>                <C>                    <C>                   <C>                            
                                                 Proposed               Proposed
Title of                       Amount             maximum                maximum              Amount of
securities to be                to be           offering price           aggregate            registration
 registered                   registered(1)       per share(2)          offering price(2)           fee(2)
</TABLE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                            <C>               <C>       <C>        <C>       
Common Stock, $0.01 par value  396,000 shares    $16.33    $6,466,680 $2,230

Common Stock, $0.01 par value  344,000 shares    $5.0625   $1,741,500  $600

Common Stock, $0.01 par value  500,000 shares    $4.303     $2,151,500 $742
-------------------------------------------------------------------------------
                                          Total Fee:                  $3,572
===============================================================================



<PAGE>



     (1) Pursuant to Rule 457(h) of the Securities  Act, the amount of shares to
be registered is the maximum amount of
         shares issuable herein.

     (2)  Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum offering price per share of Common Stock subject to outstanding  options
has been  calculated on the basis of the average  exercise  price of outstanding
options,  and the  proposed  maximum  offering  price per share of Common  Stock
available for grant under the Plans that are not subject to outstanding  options
has been calculated on the basis of the current price per share of Common Stock.
As of November  15, 1996,  there were  outstanding  options to purchase  396,000
shares of Common Stock  pursuant to the Pyramid  Breweries  Inc.  1995  Employee
Stock Option Plan and the Pyramid  Breweries  Inc.  Non-Employee  Director Stock
Option  Plan  (collectively,  the "Option  Plans"),  with an  aggregate  average
exercise price of $16.33 per share. As of November 15, 1996,  there were 344,000
shares of Common Stock  available  for grant under the Option Plans that are not
subject to  outstanding  options,  with a  proposed  maximum  offering  price of
$5.0625 per share, which is the average of the high and low prices for one share
of Common Stock as reported by The Nasdaq Stock Market National Market System on
November 14, 1996 (the  "Average  Price").  As of November 15, 1996,  there were
500,000 shares of Common Stock  available for grant under the Pyramid  Breweries
Inc. 1996 Employee Stock Purchase Plan, with a proposed  maximum  offering price
of $4.303 per share, which is 85 percent of the Average Price.




<PAGE>


</TABLE>
<TABLE>
<CAPTION>

                               REOFFER PROSPECTUS
                              CROSS REFERENCE SHEET

                   Showing  Location in  Prospectus of  Information  Required by
Part I of Form S-3.

<S>  <C>                                                      <C>
1.   Forepart of the Registration Statement and               Facing Page of Registration Statement,
     Outside Front Cover Page of Prospectus                   Reoffer Prospectus Cross Reference Sheet,
                                                                        Cover Page of Prospectus

2.   Inside Front and Outside Back Cover Pages of             Available Information, Incorporation of
     Prospectus                                               Certain Documents by Reference, Table of
                                                                        Contents

3.   Summary Information, Risk Factors and Ratio of           Cover Page of Prospectus
     Earnings to Fixed Charges

4.   Use of Proceeds                                          Use of Proceeds

5.   Determination of Offering Price                          Not Applicable

6.   Dilution                                                 Not Applicable

7.   Selling Security Holders                                 Selling Shareholders

8.   Plan of Distribution                                     Plan of Distribution

9.   Description of Securities to be Registered               Not Applicable

10.   Interests of Named Experts and Counsel                   Not Applicable

11.   Material Changes                                         Not Applicable

12.   Incorporation of Certain Information by                  Incorporation of Certain Documents by
      Reference                                                Reference

13.   Disclosure of Commission Position on                     Not Applicable
      Indemnification for Securities Act Liabilities




<PAGE>



                                   PROSPECTUS

                             PYRAMID BREWERIES INC.
                           91 South Royal Brougham Way
                            Seattle, Washington 98134
                                 (206) 682-8322

                        1,240,000 Shares of Common Stock
                           ($0.01 par value per share)



         This  Prospectus  relates to an  aggregate  of  1,240,000  shares  (the
"Shares")  of common  stock,  $0.01  par  value  ("Common  Stock"),  of  Pyramid
Breweries  Inc. (the  "Registrant"),  and is to be used in  connection  with the
reoffer  and  resale  of  shares  of  Common  Stock   issuable  to  the  selling
shareholders  of  the  Registrant   listed  at  the  section  entitled  "Selling
Shareholders"  herein  (the  "Selling  Shareholders")  upon  exercise of options
issued,  or which may be issued,  under the  Registrant's  1995  Employee  Stock
Option Plan, the  Registrant's  Non-Employee  Director Stock Option Plan and the
Registrant's  1996 Employee  Stock  Purchase Plan. The Shares may be sold in the
market  (The Nasdaq  Stock  Market's  National  Market  System) or in  privately
negotiated  transactions  from time to time. The Registrant will not receive any
proceeds from the sale of Shares registered hereby.

         The  Registrant's  Common Stock trades on The Nasdaq Stock Market under
the symbol  "PMID".  The last reported sales price of a share of Common Stock on
The Nasdaq Stock Market on November 14, 1996 was $5.00.

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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

         The offer and sale of the Shares  will be made in  accordance  with the
plan of distribution  described in this Prospectus.  See "Plan of Distribution."
The Selling Shareholders reserve the sole right to accept and, together with its
agents from time to time, to reject,  in whole or in part, any proposed purchase
of Shares to be made directly or through  agents.  The  Registrant  will pay all
expenses  of the  offering,  other than  selling  commissions  to or expenses of
brokers or dealers retained by the Selling  Shareholders,  which commissions and
expenses will be paid by the Selling Shareholders.

         If an agent of any Selling  Shareholder  or a dealer is involved in the
sale of the Shares in respect of which this Prospectus is being  delivered,  the
net  proceeds to the Selling  Shareholders  from such sale will be the  purchase
price of such Shares less such commission in the case of an agent,  the purchase
price of such  Shares in the case of a dealer,  and less,  in each  case,  other
attributable   issuance   expenses.   The  aggregate  proceeds  to  the  Selling
Shareholders  from all the Shares will be the purchase price of Shares sold less
the  aggregate of agents'  commissions  and  underwriters'  discounts  and other
expenses of issuance and  distribution.  See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.

         No person has been  authorized to give any  information  or to make any
representation  not  contained  in this  Prospectus.  If  given  or  made,  such
information or representation  must not be relied upon as having been authorized
by  the  Registrant  or the  Selling  Shareholders.  This  Prospectus  does  not
constitute  an  offer  to  sell  or the  solicitation  of an  offer  to buy  any
securities other than the Common Stock offered by this  Prospectus,  nor does it
constitute  an offer to any  person in any  jurisdiction  in which such offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances,  create any implication that
the  information  contained  herein is correct as of any time  subsequent to the
date hereof.

                                 The date of this  Prospectus  is  November  18,
1996.


<PAGE>



                                TABLE OF CONTENTS
                                                                                                               Page

Available Information....................................................  2
Incorporation of Certain Documents by Reference..........................  3
Use of Proceeds..........................................................  3
Selling Shareholders.....................................................  3
Plan of Distribution.....................................................  3


                                               AVAILABLE INFORMATION

         The  Registrant  is subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange  Commission (the "Commission").  The reports,  proxy
statements and other information filed by the Registrant with the Commission can
be inspected  and copied at the public  reference  facilities  maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices at Seven World Trade Center (13th Floor), New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661,  and copies of such  material can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed  rates. The Commission also maintains a Web site that contains copies
of reports,  proxy and information  statements and other  information  regarding
registrants  that  file  electronically,  including  the  Registrant,  with  the
Commission at  http:\\www.sec.gov.  In addition,  the Common Stock trades on The
Nasdaq Stock Market,  and material  filed by the  Registrant can be inspected at
the offices of the National  Association  of Securities  Dealers,  Inc.,  Report
Section, 1735 K Street, N.W., Washington, D.C. 20006.

         This Prospectus constitutes a part of a Registration Statement filed by
the Registrant with the Commission  under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus omits certain  information  contained in
that Registration  Statement,  and reference is hereby made to that Registration
Statement and the exhibits filed therewith for further  information with respect
to the Registrant and the Common Stock offered hereby. Any statements  contained
herein  concerning the provisions of any document are not necessarily  complete,
and, in each  instance,  reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Commission are
incorporated by reference in this Registration Statement.

     (1) Annual Report on Form 10-K for the year ended December 31, 1995;

     (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

     (3) Amendment on Form 10-Q/A to the  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1996;

     (4) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

     (5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996:
and

     (6) The  description  of the  Registrant's  Common Stock,  $0.01 par value,
contained in the Registrant's  Registration Statement on Form 8-A, dated October
27,  1995,  filed  pursuant to Section 12 of the  Exchange  Act,  including  any
amendment or report filed for the purpose of updating such description.


                                                         2

<PAGE>



         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers 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.

         The Registrant will provide without charge to any person, including any
beneficial  owner,  to whom a  Prospectus  is  delivered,  upon  written or oral
request  of  such  person,  a copy of any  and  all of the  foregoing  documents
incorporated  herein by  reference  (other  than  exhibits  to such  documents).
Requests  should be directed to Pyramid  Breweries Inc., 91 South Royal Brougham
Way, Seattle,  Washington 98134, Attn: Investor Relations Coordinator (telephone
(206) 682-8322).


                                 USE OF PROCEEDS

         The  Registrant  will not receive any proceeds  from the sale of Common
Stock by the Selling Shareholders.


                              SELLING SHAREHOLDERS

         The  Selling  Shareholders  under this  Prospectus  are  directors  and
executive  officers  of the  Registrant  who  may be  deemed  affiliates  of the
Registrant. The names of the Selling Shareholders and the amount of Shares which
will be sold  hereunder will be provided at a later date by a supplement to this
Prospectus.


                              PLAN OF DISTRIBUTION

         The Selling Shareholders (or their pledgees,  donees,  transferees,  or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker  or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and  not by way of  limitation,  the  Shares  may be  sold by one or more of the
following  methods:  (a) a block  trade in which the broker or dealer so engaged
will  attempt to sell the Shares as agent but may  purchase and resell a portion
of the block as principal to  facilitate  the  transaction;  (b)  purchases by a
broker or dealer  as  principal  and  resale  by such  broker or dealer  for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  "underwriters"  within the meaning of the  Securities  Act, in connection
with such sales. In addition,  any securities  covered by this Prospectus  which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.

         The Selling  Shareholders  may agree to indemnify any agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

         In order to comply with certain state  securities  laws, if applicable,
the Common Stock will not be sold in a particular  state unless the Common Stock
has been  registered  or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

         The  Common  Stock   offered   hereby  will  be  sold  by  the  Selling
Shareholders  acting as principals for their own account.  The  Registrant  will
receive none of the proceeds from such sales.


                                                         3

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In  accordance  with  Rule 428  under the  Securities  Act of 1933,  as
amended (the  "Securities  Act"), and the  instructional  Note to Part I of Form
S-8, the  information  required by Part I to be  contained in the Section  10(a)
prospectus has been omitted from this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents   filed  by  Pyramid   Breweries  Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

     (1) Annual Report on Form 10-K for the year ended December 31, 1995;

     (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

     (3) Amendment on Form 10-Q/A to the  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1996;

     (4) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

     (5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996;
and

     (6) The  description  of the  Registrant's  Common Stock,  $0.01 par value,
contained in the Registrant's  Registration Statement on Form 8-A, dated October
27, 1995,  filed pursuant to Section 12 of the  Securities  Exchange Act of 1934
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered 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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     No  expert  or  counsel  named  in  the  Registration   Statement  has  any
substantial interest in the securities of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act  authorize  a court  to  award,  or a  corporation's  board  of
directors  to  grant,   indemnification  to  directors  and  officers  on  terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities  arising under the Securities Act.  Article VII of the  Registrant's
Amended and Restated Articles of Incorporation  (Exhibit 3.1 hereto) and Section
9.2 of the Registrant's Amended and Restated Bylaws (Exhibit 3.2 hereto) provide
for  indemnification  of  the  Registrant's  directors  to  the  maximum  extent
permitted  by  Washington  law.  Section  9.2 of the  Registrant's  Amended  and
Restated  Bylaws also permits the  Registrant's  board of directors to indemnify
the Registrant's officers,

                                      II-1

<PAGE>



employees and agents up to the maximum extent  permitted by Washington  law. The
Registrant has entered into indemnification agreements with all of its directors
and with George  Hancock,  who is both an officer and a director.  The directors
and officers of the Registrant  also may be indemnified  against  liability they
may incur for serving in such capacity pursuant to a liability  insurance policy
maintained by the Registrant for such purpose.

         Section   23B.08.320  of  the  Washington   Business   Corporation  Act
authorizes a corporation to limit a director's  liability to the  corporation or
its  Stockholders  for  monetary  damages for acts or  omissions  as a director,
except in certain circumstances  involving  intentional  misconduct or a knowing
violation of law, illegal corporate distributions, or any transaction from which
the  director  personally  receives a benefit in money,  property or services to
which the  director  is not  legally  entitled.  Article VI of the  Registrant's
Amended and Restated Articles of Incorporation contains provisions implementing,
to the fullest  extent  permitted  by  Washington  law,  such  limitations  on a
director's liability to the Registrant and its Stockholders.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1 Pyramid Breweries Inc. 1995 Employee Stock Option Plan (incorporated by
reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1
(File No. 33-97834))

     4.2  Pyramid  Breweries  Inc.   Non-Employee  Director  Stock  Option  Plan
(incorporated  by reference to Exhibit  10.10 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     4.3      Pyramid Breweries Inc. 1996 Employee Stock Purchase Plan

     4.4  Amended  and  Restated  Articles of  Incorporation  of the  Registrant
(incorporated  by  reference  to Exhibit  3.1 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     5 Opinion of Foster Pepper & Shefelman

     23.1     Consent of Arthur Andersen LLP

     23.2 Consent of Foster Pepper & Shefelman (included in its opinion filed as
Exhibit 5)

     24 Power of Attorney  (included on the signature page of this  Registration
Statement)

Item 9.  Undertakings.

         (a)      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 Securities
Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (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;


                                      II-2

                                     <PAGE>



                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment 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.

                  (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.

         (b) The undersigned  Registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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.

                                      II-3

<PAGE>



                                                    SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seattle, State of Washington on November 18, 1996.

                             PYRAMID BREWERIES INC.

                             /s/ George Hancock
                             ------------------------------------------
                             By: George Hancock
                                 Chief Executive Officer and President
 

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
George  Hancock and Don Burdick,  or either of them, as  attorneys-in-fact  with
full power of substitution, to execute in the name and on behalf of each person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on November 18, 1996.

/s/ George Hancock                                   /s/ John Stoddard
--------------------------                           --------------------------
George Hancock                                       John Stoddard
Chief Executive Officer,                             Chairman of the Board
President and Director
(Principal Executive Officer)


/s/ Don Burdick                                       /s/ John T. Bryce
---------------------------                           -------------------------
Don Burdick                                           John T. Bryce
Chief Financial Officer,                              Director
Vice President Finance, Legal and
Administration, Secretary and General Counsel
(Principal Accounting Officer and
Principal Financial Officer)


/s/ George C. Textor
-------------------------------
George C. Textor
Director




<PAGE>



                                INDEX TO EXHIBITS

         Exhibit  Description

     4.1 Pyramid Breweries Inc. 1995 Employee Stock Option Plan (incorporated by
reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1
(File No. 33-97834))

     4.2  Pyramid  Breweries  Inc.   Non-Employee  Director  Stock  Option  Plan
(incorporated  by  reference to Exhibit  10.9 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     4.3 Pyramid Breweries Inc. 1996 Employee Stock Purchase Plan

     4.4  Amended  and  Restated  Articles of  Incorporation  of the  Registrant
(incorporated  by  reference  to Exhibit  3.1 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     5 Opinion of Foster Pepper & Shefelman

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent of Foster Pepper & Shefelman (included in its opinion filed as
Exhibit 5)

     24 Power of Attorney  (included on the signature page of this  Registration
Statement)



<PAGE>

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32550}]
{"company-data": {"conformed-name": "PYRAMID BREWERIES INC", "cik": "0001001917", "assigned-sic": "2082", "irs-number": "911258355", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16311", "film-number": "96668544"}, "business-address": {"street1": "91 SOUTH ROYAL BROUGHAM WAY", "city": "SEATTLE", "state": "WA", "zip": "98134", "phone": "2066828322"}, "mail-address": {"street1": "91 S ROYAL BROUGHAM WAY", "city": "SEATTLE", "state": "WA", "zip": "98134"}, "former-company": {"former-conformed-name": "HART BREWING INC", "date-changed": "19951006"}}
As filed with the Securities and Exchange Commission on November 18, 1996.
                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             PYRAMID BREWERIES INC.
             (Exact name of registrant as specified in its charter)
Washington                                       91-1258355
State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.) 

                           91 South Royal Brougham Way
                            Seattle, Washington 98134
               (Address of Principal Executive Offices)(Zip Code)

             PYRAMID BREWERIES INC. 1995 EMPLOYEE STOCK OPTION PLAN
         PYRAMID BREWERIES INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
            PYRAMID BREWERIES INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                   Don Burdick
                             Chief Financial Officer
                           91 South Royal Brougham Way
                            Seattle, Washington 98134
                                 (206) 682-8322
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                                 David R. Wilson
                            Foster Pepper & Shefelman
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400

   Approximate         date of commencement of proposed reoffer or resale to the
                       public by  affiliates  of the  registrant:  As soon as is
                       practicable after filing of the Registration Statement.
CALCULATION OF REGISTRATION FEE

================================================================================================================================
Proposed               Proposed
Title of                       Amount             maximum                maximum              Amount of
securities to be                to be           offering price           aggregate            registration
 registered                   registered(1)       per share(2)          offering price(2)           fee(2)
-------------------------------------------------------------------------------
Common Stock, $0.01 par value  396,000 shares    $16.33    $6,466,680 $2,230

Common Stock, $0.01 par value  344,000 shares    $5.0625   $1,741,500  $600

Common Stock, $0.01 par value  500,000 shares    $4.303     $2,151,500 $742
-------------------------------------------------------------------------------
                                          Total Fee:                  $3,572
===============================================================================
(1) Pursuant to Rule 457(h) of the Securities  Act, the amount of shares to
be registered is the maximum amount of
         shares issuable herein.

     (2)  Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum offering price per share of Common Stock subject to outstanding  options
has been  calculated on the basis of the average  exercise  price of outstanding
options,  and the  proposed  maximum  offering  price per share of Common  Stock
available for grant under the Plans that are not subject to outstanding  options
has been calculated on the basis of the current price per share of Common Stock.
As of November  15, 1996,  there were  outstanding  options to purchase  396,000
shares of Common Stock  pursuant to the Pyramid  Breweries  Inc.  1995  Employee
Stock Option Plan and the Pyramid  Breweries  Inc.  Non-Employee  Director Stock
Option  Plan  (collectively,  the "Option  Plans"),  with an  aggregate  average
exercise price of $16.33 per share. As of November 15, 1996,  there were 344,000
shares of Common Stock  available  for grant under the Option Plans that are not
subject to  outstanding  options,  with a  proposed  maximum  offering  price of
$5.0625 per share, which is the average of the high and low prices for one share
of Common Stock as reported by The Nasdaq Stock Market National Market System on
November 14, 1996 (the  "Average  Price").  As of November 15, 1996,  there were
500,000 shares of Common Stock  available for grant under the Pyramid  Breweries
Inc. 1996 Employee Stock Purchase Plan, with a proposed  maximum  offering price
of $4.303 per share, which is 85 percent of the Average Price.
REOFFER PROSPECTUS
                              CROSS REFERENCE SHEET

                   Showing  Location in  Prospectus of  Information  Required by
Part I of Form S-3.
1.   Forepart of the Registration Statement and               Facing Page of Registration Statement,
     Outside Front Cover Page of Prospectus                   Reoffer Prospectus Cross Reference Sheet,
                                                                        Cover Page of Prospectus

2.   Inside Front and Outside Back Cover Pages of             Available Information, Incorporation of
     Prospectus                                               Certain Documents by Reference, Table of
                                                                        Contents

3.   Summary Information, Risk Factors and Ratio of           Cover Page of Prospectus
     Earnings to Fixed Charges

4.   Use of Proceeds                                          Use of Proceeds

5.   Determination of Offering Price                          Not Applicable

6.   Dilution                                                 Not Applicable

7.   Selling Security Holders                                 Selling Shareholders

8.   Plan of Distribution                                     Plan of Distribution

9.   Description of Securities to be Registered               Not Applicable

10.   Interests of Named Experts and Counsel                   Not Applicable

11.   Material Changes                                         Not Applicable

12.   Incorporation of Certain Information by                  Incorporation of Certain Documents by
      Reference                                                Reference

13.   Disclosure of Commission Position on                     Not Applicable
      Indemnification for Securities Act Liabilities
PROSPECTUS

                             PYRAMID BREWERIES INC.
                           91 South Royal Brougham Way
                            Seattle, Washington 98134
                                 (206) 682-8322

                        1,240,000 Shares of Common Stock
                           ($0.01 par value per share)

         This  Prospectus  relates to an  aggregate  of  1,240,000  shares  (the
"Shares")  of common  stock,  $0.01  par  value  ("Common  Stock"),  of  Pyramid
Breweries  Inc. (the  "Registrant"),  and is to be used in  connection  with the
reoffer  and  resale  of  shares  of  Common  Stock   issuable  to  the  selling
shareholders  of  the  Registrant   listed  at  the  section  entitled  "Selling
Shareholders"  herein  (the  "Selling  Shareholders")  upon  exercise of options
issued,  or which may be issued,  under the  Registrant's  1995  Employee  Stock
Option Plan, the  Registrant's  Non-Employee  Director Stock Option Plan and the
Registrant's  1996 Employee  Stock  Purchase Plan. The Shares may be sold in the
market  (The Nasdaq  Stock  Market's  National  Market  System) or in  privately
negotiated  transactions  from time to time. The Registrant will not receive any
proceeds from the sale of Shares registered hereby.

         The  Registrant's  Common Stock trades on The Nasdaq Stock Market under
the symbol  "PMID".  The last reported sales price of a share of Common Stock on
The Nasdaq Stock Market on November 14, 1996 was $5.00.

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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

         The offer and sale of the Shares  will be made in  accordance  with the
plan of distribution  described in this Prospectus.  See "Plan of Distribution."
The Selling Shareholders reserve the sole right to accept and, together with its
agents from time to time, to reject,  in whole or in part, any proposed purchase
of Shares to be made directly or through  agents.  The  Registrant  will pay all
expenses  of the  offering,  other than  selling  commissions  to or expenses of
brokers or dealers retained by the Selling  Shareholders,  which commissions and
expenses will be paid by the Selling Shareholders.

         If an agent of any Selling  Shareholder  or a dealer is involved in the
sale of the Shares in respect of which this Prospectus is being  delivered,  the
net  proceeds to the Selling  Shareholders  from such sale will be the  purchase
price of such Shares less such commission in the case of an agent,  the purchase
price of such  Shares in the case of a dealer,  and less,  in each  case,  other
attributable   issuance   expenses.   The  aggregate  proceeds  to  the  Selling
Shareholders  from all the Shares will be the purchase price of Shares sold less
the  aggregate of agents'  commissions  and  underwriters'  discounts  and other
expenses of issuance and  distribution.  See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.

         No person has been  authorized to give any  information  or to make any
representation  not  contained  in this  Prospectus.  If  given  or  made,  such
information or representation  must not be relied upon as having been authorized
by  the  Registrant  or the  Selling  Shareholders.  This  Prospectus  does  not
constitute  an  offer  to  sell  or the  solicitation  of an  offer  to buy  any
securities other than the Common Stock offered by this  Prospectus,  nor does it
constitute  an offer to any  person in any  jurisdiction  in which such offer or
solicitation would be unlawful.  Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances,  create any implication that
the  information  contained  herein is correct as of any time  subsequent to the
date hereof.

                                 The date of this  Prospectus  is  November  18,
1996.
TABLE OF CONTENTS
                                                                                                               Page

Available Information....................................................  2
Incorporation of Certain Documents by Reference..........................  3
Use of Proceeds..........................................................  3
Selling Shareholders.....................................................  3
Plan of Distribution.....................................................  3

                                               AVAILABLE INFORMATION

         The  Registrant  is subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange  Commission (the "Commission").  The reports,  proxy
statements and other information filed by the Registrant with the Commission can
be inspected  and copied at the public  reference  facilities  maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices at Seven World Trade Center (13th Floor), New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661,  and copies of such  material can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed  rates. The Commission also maintains a Web site that contains copies
of reports,  proxy and information  statements and other  information  regarding
registrants  that  file  electronically,  including  the  Registrant,  with  the
Commission at  http:\\www.sec.gov.  In addition,  the Common Stock trades on The
Nasdaq Stock Market,  and material  filed by the  Registrant can be inspected at
the offices of the National  Association  of Securities  Dealers,  Inc.,  Report
Section, 1735 K Street, N.W., Washington, D.C. 20006.

         This Prospectus constitutes a part of a Registration Statement filed by
the Registrant with the Commission  under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus omits certain  information  contained in
that Registration  Statement,  and reference is hereby made to that Registration
Statement and the exhibits filed therewith for further  information with respect
to the Registrant and the Common Stock offered hereby. Any statements  contained
herein  concerning the provisions of any document are not necessarily  complete,
and, in each  instance,  reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Commission are
incorporated by reference in this Registration Statement.

     (1) Annual Report on Form 10-K for the year ended December 31, 1995;

     (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

     (3) Amendment on Form 10-Q/A to the  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1996;

     (4) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

     (5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996:
and

     (6) The  description  of the  Registrant's  Common Stock,  $0.01 par value,
contained in the Registrant's  Registration Statement on Form 8-A, dated October
27,  1995,  filed  pursuant to Section 12 of the  Exchange  Act,  including  any
amendment or report filed for the purpose of updating such description.

                                                         2
All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers 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.

         The Registrant will provide without charge to any person, including any
beneficial  owner,  to whom a  Prospectus  is  delivered,  upon  written or oral
request  of  such  person,  a copy of any  and  all of the  foregoing  documents
incorporated  herein by  reference  (other  than  exhibits  to such  documents).
Requests  should be directed to Pyramid  Breweries Inc., 91 South Royal Brougham
Way, Seattle,  Washington 98134, Attn: Investor Relations Coordinator (telephone
(206) 682-8322).

                                 USE OF PROCEEDS

         The  Registrant  will not receive any proceeds  from the sale of Common
Stock by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         The  Selling  Shareholders  under this  Prospectus  are  directors  and
executive  officers  of the  Registrant  who  may be  deemed  affiliates  of the
Registrant. The names of the Selling Shareholders and the amount of Shares which
will be sold  hereunder will be provided at a later date by a supplement to this
Prospectus.

                              PLAN OF DISTRIBUTION

         The Selling Shareholders (or their pledgees,  donees,  transferees,  or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker  or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and  not by way of  limitation,  the  Shares  may be  sold by one or more of the
following  methods:  (a) a block  trade in which the broker or dealer so engaged
will  attempt to sell the Shares as agent but may  purchase and resell a portion
of the block as principal to  facilitate  the  transaction;  (b)  purchases by a
broker or dealer  as  principal  and  resale  by such  broker or dealer  for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  "underwriters"  within the meaning of the  Securities  Act, in connection
with such sales. In addition,  any securities  covered by this Prospectus  which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.

         The Selling  Shareholders  may agree to indemnify any agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

         In order to comply with certain state  securities  laws, if applicable,
the Common Stock will not be sold in a particular  state unless the Common Stock
has been  registered  or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

         The  Common  Stock   offered   hereby  will  be  sold  by  the  Selling
Shareholders  acting as principals for their own account.  The  Registrant  will
receive none of the proceeds from such sales.

                                                         3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In  accordance  with  Rule 428  under the  Securities  Act of 1933,  as
amended (the  "Securities  Act"), and the  instructional  Note to Part I of Form
S-8, the  information  required by Part I to be  contained in the Section  10(a)
prospectus has been omitted from this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents   filed  by  Pyramid   Breweries  Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

     (1) Annual Report on Form 10-K for the year ended December 31, 1995;

     (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

     (3) Amendment on Form 10-Q/A to the  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1996;

     (4) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

     (5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996;
and

     (6) The  description  of the  Registrant's  Common Stock,  $0.01 par value,
contained in the Registrant's  Registration Statement on Form 8-A, dated October
27, 1995,  filed pursuant to Section 12 of the  Securities  Exchange Act of 1934
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered 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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     No  expert  or  counsel  named  in  the  Registration   Statement  has  any
substantial interest in the securities of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act  authorize  a court  to  award,  or a  corporation's  board  of
directors  to  grant,   indemnification  to  directors  and  officers  on  terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities  arising under the Securities Act.  Article VII of the  Registrant's
Amended and Restated Articles of Incorporation  (Exhibit 3.1 hereto) and Section
9.2 of the Registrant's Amended and Restated Bylaws (Exhibit 3.2 hereto) provide
for  indemnification  of  the  Registrant's  directors  to  the  maximum  extent
permitted  by  Washington  law.  Section  9.2 of the  Registrant's  Amended  and
Restated  Bylaws also permits the  Registrant's  board of directors to indemnify
the Registrant's officers,

                                      II-1
employees and agents up to the maximum extent  permitted by Washington  law. The
Registrant has entered into indemnification agreements with all of its directors
and with George  Hancock,  who is both an officer and a director.  The directors
and officers of the Registrant  also may be indemnified  against  liability they
may incur for serving in such capacity pursuant to a liability  insurance policy
maintained by the Registrant for such purpose.

         Section   23B.08.320  of  the  Washington   Business   Corporation  Act
authorizes a corporation to limit a director's  liability to the  corporation or
its  Stockholders  for  monetary  damages for acts or  omissions  as a director,
except in certain circumstances  involving  intentional  misconduct or a knowing
violation of law, illegal corporate distributions, or any transaction from which
the  director  personally  receives a benefit in money,  property or services to
which the  director  is not  legally  entitled.  Article VI of the  Registrant's
Amended and Restated Articles of Incorporation contains provisions implementing,
to the fullest  extent  permitted  by  Washington  law,  such  limitations  on a
director's liability to the Registrant and its Stockholders.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     4.1 Pyramid Breweries Inc. 1995 Employee Stock Option Plan (incorporated by
reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1
(File No. 33-97834))

     4.2  Pyramid  Breweries  Inc.   Non-Employee  Director  Stock  Option  Plan
(incorporated  by reference to Exhibit  10.10 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     4.3      Pyramid Breweries Inc. 1996 Employee Stock Purchase Plan

     4.4  Amended  and  Restated  Articles of  Incorporation  of the  Registrant
(incorporated  by  reference  to Exhibit  3.1 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     5 Opinion of Foster Pepper & Shefelman

     23.1     Consent of Arthur Andersen LLP

     23.2 Consent of Foster Pepper & Shefelman (included in its opinion filed as
Exhibit 5)

     24 Power of Attorney  (included on the signature page of this  Registration
Statement)

Item 9.  Undertakings.

         (a)      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 Securities
Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (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;

                                      II-2
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment 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.

                  (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.

         (b) The undersigned  Registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seattle, State of Washington on November 18, 1996.

                             PYRAMID BREWERIES INC.

                             /s/ George Hancock
                             ------------------------------------------
                             By: George Hancock
                                 Chief Executive Officer and President
 

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
George  Hancock and Don Burdick,  or either of them, as  attorneys-in-fact  with
full power of substitution, to execute in the name and on behalf of each person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on November 18, 1996.

/s/ George Hancock                                   /s/ John Stoddard
--------------------------                           --------------------------
George Hancock                                       John Stoddard
Chief Executive Officer,                             Chairman of the Board
President and Director
(Principal Executive Officer)

/s/ Don Burdick                                       /s/ John T. Bryce
---------------------------                           -------------------------
Don Burdick                                           John T. Bryce
Chief Financial Officer,                              Director
Vice President Finance, Legal and
Administration, Secretary and General Counsel
(Principal Accounting Officer and
Principal Financial Officer)

/s/ George C. Textor
-------------------------------
George C. Textor
Director
INDEX TO EXHIBITS

         Exhibit  Description

     4.1 Pyramid Breweries Inc. 1995 Employee Stock Option Plan (incorporated by
reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1
(File No. 33-97834))

     4.2  Pyramid  Breweries  Inc.   Non-Employee  Director  Stock  Option  Plan
(incorporated  by  reference to Exhibit  10.9 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     4.3 Pyramid Breweries Inc. 1996 Employee Stock Purchase Plan

     4.4  Amended  and  Restated  Articles of  Incorporation  of the  Registrant
(incorporated  by  reference  to Exhibit  3.1 of the  Registrant's  Registration
Statement on Form S-1 (File No. 33-97834))

     5 Opinion of Foster Pepper & Shefelman

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent of Foster Pepper & Shefelman (included in its opinion filed as
Exhibit 5)

     24 Power of Attorney  (included on the signature page of this  Registration
Statement)