As filed with the Securities and Exchange Commission on March 28, 2002.
                                             Registration No. 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, MA 02116
                    (Address of Principal Executive Offices)

                                 (617) 368-5000
              (Registrant's telephone number, including area code)

                          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 for service)




<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


Title of Securities to be    Amount to be          Proposed Maximum           Proposed Maximum          Amount of  Registration
 registered                   registered(1)     Offering Price Per Share    Aggregate Offering Price            Fee(2)
<S>                          <C>                <C>                         <C>                                 <C>      <C>

Class A Common Stock         1,000,000          $14.675                      $14,675,000                        $1,350.10
$.01 par value, per share

</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) Computed in accordance  with Rule 457(h) under the Securities Act solely for
the purpose of calculating the  registration  fee. The registration fee has been
calculated with respect to the shares  registered on the basis of the average of
the high and low price as  reported  on the New York  Stock  Exchange  ("NYSE"),
calculated at $14.675 on March 21, 2002.





<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. 1995
Employee  Equity  Incentive  Plan (the "Plan")  originally  adopted in 1995. The
total number of shares  issuable  under the Plan is 3,687,500 as of December 14,
2001, of which 1,000,000 shares were previously registered on Form S-8 (Reg. No.
333-68531) and 1,687,500 shares were previously registered on Form S-8 (Reg. No.
33-01798).  Pursuant  to  Instruction  E  to  Form  S-8,  the  contents  of  the
Registration  Statements on Form S-8 (Registration  Nos. 333-68531 and 33-01798)
are herein incorporated by reference.



ITEM 8. EXHIBITS
<TABLE>
<S>               <C>

Number            Description

4.1                1995 Employee Equity Plan, as amended.

5.1               Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

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

23.2              Consent of Arthur Andersen, LLP.

24.1              Powers of Attorney (See Page II-2).

</TABLE>


<PAGE>



                                      II-2



                                   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 March 27, 2002.

                                        THE BOSTON BEER COMPANY, INC.



                                         By /s/Martin F. Roper
                                         Martin F. Roper, President and
                                         Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Martin Roper and C. James Koch and each of them
acting without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or in his name, place and
stead, in any and all capacities to sign any and all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         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.
<TABLE>
<CAPTION>

         Signature                                   Title                                                         Date

<S>                                                  <C>                                                      <C>

/s/Martin F. Roper                                   President,   Chief  Executive   Officer  and             March 27, 2002
Martin F. Roper                                      Director (principal executive officer)


/s/Richard P. Lindsay                                Chief Financial Officer (principal                       March 27, 2002
Richard P. Lindsay                                   financial and accounting officer)


/s/C .James Koch                                     Chairman of the Board of Directors                       March 27, 2002
C. James Koch


/s/Pearson C. Cummin, III                            Director                                                 March 12, 2002
Pearson C. Cummin, III


/s/James C. Kautz                                    Director                                                 March 27, 2002
James C. Kautz


/s/Robert N. Hiatt                                   Director                                                 March 12, 2002
Robert N. Hiatt


/s/John B. Wing                                      Director                                                 March 12, 2002
John B. Wing



</TABLE>

<PAGE>




\
                                INDEX TO EXHIBITS

Exhibit
Number
<TABLE>
<S>        <C>

4.1        1995 Employee Equity Incentive Plan, as amended.

5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

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

23.2       Consent of Arthur Andersen, LLP.

24.1       Powers of Attorney (See page II-2).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "bosss8.txt", "description": "FORM S-8", "secsgml_size_bytes": 7791}]
{"company-data": {"conformed-name": "BOSTON BEER CO INC", "cik": "0000949870", "assigned-sic": "2082", "irs-number": "043284048", "state-of-incorporation": "MA", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85112", "film-number": "02590992"}, "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"}}
As filed with the Securities and Exchange Commission on March 28, 2002.
                                             Registration No. 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, MA 02116
                    (Address of Principal Executive Offices)

                                 (617) 368-5000
              (Registrant's telephone number, including area code)

                          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 for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be    Amount to be          Proposed Maximum           Proposed Maximum          Amount of  Registration
 registered                   registered(1)     Offering Price Per Share    Aggregate Offering Price            Fee(2)
Class A Common Stock         1,000,000          $14.675                      $14,675,000                        $1,350.10
$.01 par value, per share
(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) Computed in accordance  with Rule 457(h) under the Securities Act solely for
the purpose of calculating the  registration  fee. The registration fee has been
calculated with respect to the shares  registered on the basis of the average of
the high and low price as  reported  on the New York  Stock  Exchange  ("NYSE"),
calculated at $14.675 on March 21, 2002.
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. 1995
Employee  Equity  Incentive  Plan (the "Plan")  originally  adopted in 1995. The
total number of shares  issuable  under the Plan is 3,687,500 as of December 14,
2001, of which 1,000,000 shares were previously registered on Form S-8 (Reg. No.
333-68531) and 1,687,500 shares were previously registered on Form S-8 (Reg. No.
33-01798).  Pursuant  to  Instruction  E  to  Form  S-8,  the  contents  of  the
Registration  Statements on Form S-8 (Registration  Nos. 333-68531 and 33-01798)
are herein incorporated by reference.

ITEM 8. EXHIBITS
Number            Description

4.1                1995 Employee Equity Plan, as amended.

5.1               Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

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

23.2              Consent of Arthur Andersen, LLP.

24.1              Powers of Attorney (See Page II-2).
II-2

                                   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 March 27, 2002.

                                        THE BOSTON BEER COMPANY, INC.

                                         By /s/Martin F. Roper
                                         Martin F. Roper, President and
                                         Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Martin Roper and C. James Koch and each of them
acting without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or in his name, place and
stead, in any and all capacities to sign any and all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

         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.
Signature                                   Title                                                         Date
/s/Martin F. Roper                                   President,   Chief  Executive   Officer  and             March 27, 2002
Martin F. Roper                                      Director (principal executive officer)

/s/Richard P. Lindsay                                Chief Financial Officer (principal                       March 27, 2002
Richard P. Lindsay                                   financial and accounting officer)

/s/C .James Koch                                     Chairman of the Board of Directors                       March 27, 2002
C. James Koch

/s/Pearson C. Cummin, III                            Director                                                 March 12, 2002
Pearson C. Cummin, III

/s/James C. Kautz                                    Director                                                 March 27, 2002
James C. Kautz

/s/Robert N. Hiatt                                   Director                                                 March 12, 2002
Robert N. Hiatt

/s/John B. Wing                                      Director                                                 March 12, 2002
John B. Wing
\
                                INDEX TO EXHIBITS

Exhibit
Number
4.1        1995 Employee Equity Incentive Plan, as amended.

5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

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

23.2       Consent of Arthur Andersen, LLP.

24.1       Powers of Attorney (See page II-2).