Registration Number 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                          THE BOSTON BEER COMPANY, INC.
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-3284048
          (State of Incorporation) (IRS Employer Identification Number)

         75 Arlington Street, Boston, Massachusetts 02116 (617) 482-1332
          (Address and telephone number of Principal Executive Offices)

                          THE BOSTON BEER COMPANY, INC.

                         EMPLOYEE EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                        Frederick H. Grein, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600

              (Name, address and telephone number of agent service)
<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                               Proposed
            Title of                                           Maximum               Proposed
           Securities                     Amount               Offering               Maximum             Amount of
              to be                       to be                 Price                Aggregate          Registration
           Registered                 Registered(1)           Per Share           Offering Price             Fee
           <S>                        <C>                     <C>                 <C>                   <C> 
Class A Common Stock,
$.01 par value                          1,000,000              $8.53125             $8,531,250            $2,371.69

------------------------------
</TABLE>

(1)           Also registered hereunder are such additional number of shares of
              Common Stock, presently indeterminable, as may be necessary to
              satisfy the antidilution provisions of the
              Plan to which this Registration Statement relates.

(2)           All such shares are issuable upon exercise of outstanding options
              with fixed exercise prices.  Pursuant to Rule 457(h), the
              aggregate offering price and the fee have been
              computed upon the basis of the price at which the options
              may be exercised.

(3)           None of such  shares  are  subject  to  outstanding  options.  The
              exercise  price of such options shall be determined at the time of
              the grant. Accordingly, pursuant to Rule 457(c) and (h), the price
              of  $8.53125  per share,  which is the average of the high and low
              sale prices  reported on the National  Association  of  Securities
              Dealers  Automated  Quotation  System on December 2, 1998,  is set
              forth solely for purposes of calculating the filing fee.

                                      - 2 -

<PAGE>
                                      NOTE


              This Registration  Statement is being filed solely for the purpose
of registering 1,000,000 additional shares of Class A Common Stock of The Boston
Beer Company,  Inc. issuable pursuant to The Boston Beer Company,  Inc. Employee
Equity Incentive Plan (the "Equity Incentive Plan") originally  adopted in 1995.
The  total  number  of  shares  issuable  under  the  Equity  Incentive  Plan is
2,687,500,  of which  1,687,500  shares were  previously  registered on Form S-8
(Reg. No. 333-01798). Pursuant to Instruction E to Form S-8, the contents of the
Registration  Statement  on Form S-8  (Registration  No.  333-01798)  is  herein
incorporated by reference.

Item 8.       Exhibits.

Number        Description

   4.1       The Boston Beer Company, Inc. Employee Equity Incentive Plan.
             (Filed as Exhibit 10.2 to the Registrant's Registration Statement
             on Form S-1, File No. 33-96162, and herein incorporated by
             reference.)

   4.2       First  Amendment of Equity  Incentive  Plan, as amended on February
             23, 1996, and further amended on December 19, 1997.

   5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation,
             as to legality of shares being registered.

   23.1      Consent of Hutchins,  Wheeler & Dittmar, A Professional Corporation
             (included in Exhibit 5.1).

   23.2      Consents of  Independent  Accountants  - included  in  Registration
             Statement under heading "Consent of Independent Accountants".


                                      - 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 Boston, Massachusetts on December 8, 1998

                                               THE BOSTON BEER COMPANY, INC.


                              By:/s/ C. James Koch
                               Name: C. James Koch
                                               Title:    President


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


                                    Title                          Date


/s/ C. James Koch              President, Chief               December 8, 1998
C. James Koch                  Executive Officer,
                               Clerk and Director
                               (principal executive officer)

/s/ Alfred W. Rossow, Jr.      Executive Vice President,      December 8, 1998
Alfred W. Rossow, Jr.          Treasurer, Chief Financial
                               Officer and Director
                               (principal financial and
                               accounting officer)

/s/ Rhonda L. Kallman          Director                       December 8, 1998
Rhonda L. Kallman







                                      - 4 -

<PAGE>



/s/ Charles Joseph Koch            Director                   December 8, 1998
Charles Joseph Koch


/s/ Pearson C. Cummin, III         Director                   December 8, 1998
Pearson C. Cummin, III


/s/ James C. Kautz                 Director                   December 8, 1998
James C. Kautz


/s/ John B. Wing                   Director                   December 8, 1998
John B. Wing


/s/ Robert N. Hiatt                Director                   December 8, 1998
Robert N. Hiatt

                                      - 5 -

<PAGE>

                                  EXHIBIT INDEX


Number        Description

   4.1       The Boston Beer Company, Inc. Employee Equity Incentive Plan.
             (Filed as Exhibit 10.2 to the Registrant's Registration Statement
             on Form S-1, File No. 33-96162, and herein
             incorporated by reference.)

   4.2       First  Amendment of Equity  Incentive  Plan, as amended on February
             23, 1996, and further amended on December 19, 1997.

   5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation,
             as to legality of shares being registered.

   23.1      Consent of Hutchins,  Wheeler & Dittmar, A Professional Corporation
             (included in Exhibit 5.1).

   23.2      Consents of  Independent  Accountants  - included  in  Registration
             Statement under heading "Consent of Independent Accountants".

                                      - 6 -

<PAGE>



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


   We consent to the incorporation by reference in this  Registration  Statement
of The Boston Beer  Company,  Inc. on Form S-8 of our report dated  February 13,
1998, on our audits of the consolidated  financial statements of The Boston Beer
Company, Inc. as of December 27, 1997 and December 28, 1996, and for each of the
three years in the period ended  December 27, 1997,  which report is included in
the Form 10-K of The Boston Beer Company,  Inc. for the year ended  December 27,
1997.


                                        /s/Pricewaterhouse Coopers LLP
                                        Pricewaterhouse Coopers LLP
Boston, Massachusetts
December 7, 1998

326719-1

                                      - 7 -

<PAGE>
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{"company-data": {"conformed-name": "BOSTON BEER CO INC", "cik": "0000949870", "assigned-sic": "2082", "irs-number": "043284048", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68531", "film-number": "98765552"}, "business-address": {"street1": "75 ARLINGTON ST", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "6174821332"}, "mail-address": {"street1": "75 ARLINGTON ST", "street2": "5TH FL", "city": "BOSTON", "state": "MA", "zip": "02110"}}
Registration Number 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                          THE BOSTON BEER COMPANY, INC.
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-3284048
          (State of Incorporation) (IRS Employer Identification Number)

         75 Arlington Street, Boston, Massachusetts 02116 (617) 482-1332
          (Address and telephone number of Principal Executive Offices)

                          THE BOSTON BEER COMPANY, INC.

                         EMPLOYEE EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                        Frederick H. Grein, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600

              (Name, address and telephone number of agent service)
CALCULATION OF REGISTRATION FEE

                                                               Proposed
            Title of                                           Maximum               Proposed
           Securities                     Amount               Offering               Maximum             Amount of
              to be                       to be                 Price                Aggregate          Registration
           Registered                 Registered(1)           Per Share           Offering Price             Fee
Class A Common Stock,
$.01 par value                          1,000,000              $8.53125             $8,531,250            $2,371.69

------------------------------
(1)           Also registered hereunder are such additional number of shares of
              Common Stock, presently indeterminable, as may be necessary to
              satisfy the antidilution provisions of the
              Plan to which this Registration Statement relates.

(2)           All such shares are issuable upon exercise of outstanding options
              with fixed exercise prices.  Pursuant to Rule 457(h), the
              aggregate offering price and the fee have been
              computed upon the basis of the price at which the options
              may be exercised.

(3)           None of such  shares  are  subject  to  outstanding  options.  The
              exercise  price of such options shall be determined at the time of
              the grant. Accordingly, pursuant to Rule 457(c) and (h), the price
              of  $8.53125  per share,  which is the average of the high and low
              sale prices  reported on the National  Association  of  Securities
              Dealers  Automated  Quotation  System on December 2, 1998,  is set
              forth solely for purposes of calculating the filing fee.

                                      - 2 -
NOTE

              This Registration  Statement is being filed solely for the purpose
of registering 1,000,000 additional shares of Class A Common Stock of The Boston
Beer Company,  Inc. issuable pursuant to The Boston Beer Company,  Inc. Employee
Equity Incentive Plan (the "Equity Incentive Plan") originally  adopted in 1995.
The  total  number  of  shares  issuable  under  the  Equity  Incentive  Plan is
2,687,500,  of which  1,687,500  shares were  previously  registered on Form S-8
(Reg. No. 333-01798). Pursuant to Instruction E to Form S-8, the contents of the
Registration  Statement  on Form S-8  (Registration  No.  333-01798)  is  herein
incorporated by reference.

Item 8.       Exhibits.

Number        Description

   4.1       The Boston Beer Company, Inc. Employee Equity Incentive Plan.
             (Filed as Exhibit 10.2 to the Registrant's Registration Statement
             on Form S-1, File No. 33-96162, and herein incorporated by
             reference.)

   4.2       First  Amendment of Equity  Incentive  Plan, as amended on February
             23, 1996, and further amended on December 19, 1997.

   5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation,
             as to legality of shares being registered.

   23.1      Consent of Hutchins,  Wheeler & Dittmar, A Professional Corporation
             (included in Exhibit 5.1).

   23.2      Consents of  Independent  Accountants  - included  in  Registration
             Statement under heading "Consent of Independent Accountants".

                                      - 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 Boston, Massachusetts on December 8, 1998

                                               THE BOSTON BEER COMPANY, INC.

                              By:/s/ C. James Koch
                               Name: C. James Koch
                                               Title:    President

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

                                    Title                          Date

/s/ C. James Koch              President, Chief               December 8, 1998
C. James Koch                  Executive Officer,
                               Clerk and Director
                               (principal executive officer)

/s/ Alfred W. Rossow, Jr.      Executive Vice President,      December 8, 1998
Alfred W. Rossow, Jr.          Treasurer, Chief Financial
                               Officer and Director
                               (principal financial and
                               accounting officer)

/s/ Rhonda L. Kallman          Director                       December 8, 1998
Rhonda L. Kallman

                                      - 4 -
/s/ Charles Joseph Koch            Director                   December 8, 1998
Charles Joseph Koch

/s/ Pearson C. Cummin, III         Director                   December 8, 1998
Pearson C. Cummin, III

/s/ James C. Kautz                 Director                   December 8, 1998
James C. Kautz

/s/ John B. Wing                   Director                   December 8, 1998
John B. Wing

/s/ Robert N. Hiatt                Director                   December 8, 1998
Robert N. Hiatt

                                      - 5 -
EXHIBIT INDEX

Number        Description

   4.1       The Boston Beer Company, Inc. Employee Equity Incentive Plan.
             (Filed as Exhibit 10.2 to the Registrant's Registration Statement
             on Form S-1, File No. 33-96162, and herein
             incorporated by reference.)

   4.2       First  Amendment of Equity  Incentive  Plan, as amended on February
             23, 1996, and further amended on December 19, 1997.

   5.1       Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation,
             as to legality of shares being registered.

   23.1      Consent of Hutchins,  Wheeler & Dittmar, A Professional Corporation
             (included in Exhibit 5.1).

   23.2      Consents of  Independent  Accountants  - included  in  Registration
             Statement under heading "Consent of Independent Accountants".

                                      - 6 -
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   We consent to the incorporation by reference in this  Registration  Statement
of The Boston Beer  Company,  Inc. on Form S-8 of our report dated  February 13,
1998, on our audits of the consolidated  financial statements of The Boston Beer
Company, Inc. as of December 27, 1997 and December 28, 1996, and for each of the
three years in the period ended  December 27, 1997,  which report is included in
the Form 10-K of The Boston Beer Company,  Inc. for the year ended  December 27,
1997.

                                        /s/Pricewaterhouse Coopers LLP
                                        Pricewaterhouse Coopers LLP
Boston, Massachusetts
December 7, 1998

326719-1

                                      - 7 -