As filed with the Securities and Exchange Commission on September 18, 1996

                               Registration Number

                       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
                    (Address of Principal Executive Offices)

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

                          THE BOSTON BEER COMPANY, INC.
                1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the Plan)

                        Frederick H. Grein, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               l01 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
 Title of                              Maximum      Maximum
Securities               Amount        Offering     Aggregate     Amount of
  to be                  to be         Price        Offering     Registration
Registered             Registered(l)   Per Share      Price          Fee(2)

Class A Common Stock   100,000          $19.5625   $1,956,1250   $674.57


(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)      The registration fee has been calculated with respect to 100,000 of the
         shares  registered  on the  basis  of the  average  of the high and low
         prices on the New York Stock Exchange on September 17, 1996.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange Act of 1934 (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 a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

         (c) The  description  of the Company's  Class A Common Stock,  $.01 par
value per share which is contained in the  Registration  Statement  filed by the
Company under the  Securities  Exchange Act of 1934,  including any amendment or
report filed for the purpose of updating such description.

Item 4.           Description of Securities

         Inapplicable.

Item 5.           Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation,  Boston, Massachusetts.  As of December 31,
1995,  a total of 15,353  shares  of Common  Stock  were  beneficially  owned by
certain stockholders of Hutchins, Wheeler & Dittmar, A Professional Corporation.
<PAGE>
Item 6.           Indemnification of Directors and Officers

         Section 67 of Chapter 156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:

         "Section 67.  Indemnification  of  directors,  officers,  employees and
other  agents  of a  corporation,  and  persons  who  serve  at its  request  as
directors,  officers, employees or other agents of another organization,  or who
serve at its request in any capacity with respect to any employee  benefit plan,
may be provided by it to whatever  extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote  adopted  by the  holders  of a  majority  of the  shares  of stock
entitled  to vote on the  election  of  directors.  Except  as the  articles  of
organization  or  by-laws  otherwise  require,  indemnification  of any  persons
referred to in the preceding  sentence who are not directors of the  corporation
may  be  provided  by it  to  the  extent  authorized  by  the  directors.  Such
indemnification  may include payment by the corporation of expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

         The  absence of any express  provision  for  indemnification  shall not
limit any right of indemnification existing independently of this section.

         A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."
<PAGE>

         Article 7 of the By-laws of the Company provides as follows:

                                    ARTICLE 7

                     Indemnification of Directors and Others

         Section 7.1  Definitions

         For purposes of this Article 7:

         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer or employee of the Corporation  appointed or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  who is  serving or has served at the
request of the Corporation as a Director, officer, trustee, principal,  partner,
member of a committee,  employee or other agent of any other organization, or in
any capacity with respect to any employee benefit plan of the Corporation or any
of its subsidiaries.

         (b)  "Proceeding"  means  any  actual  or  threatened  action,  suit or
proceeding, whether civil, criminal, administrative or investigative, including,
without limitation, an action by or in the right of the Corporation to procure a
judgment in its favor,  brought or threatened in or before any court,  tribunal,
administrative  or legislative body or agency,  and any claim which could be the
subject of a Proceeding.

         (c) "Expense" means any fine,  penalty or taxes, any liability fixed by
a judgment,  order, decree or award in a Proceeding,  any amount reasonably paid
in settlement of a Proceeding and any professional fees and other  disbursements
reasonably  incurred in connection  with a Proceeding.  The term "Expense" shall
include any fines, liabilities, taxes or penalties imposed on a Director/officer
with  respect to any  employee  benefit  plan of the  Corporation  or any of its
subsidiaries.

         Section 7.2  Right to Indemnification

         Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article 7, each  Director/officer  (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expense  incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a  Director/officer  to the fullest extent permitted
by law.

         Section 7.3  Indemnification not Available

         No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been  adjudicated  that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation, or, to the extent that such Proceeding
<PAGE>
relates to  service  with  respect  to an  employee  benefit  plan,  in the best
interests of the participants or beneficiaries of such employee benefit plan.

         Expenses  incurred in connection  with a Proceeding  may be paid by the
Corporation in advance of the final  disposition of the Proceeding  upon receipt
of an  undertaking  by the  Director/  Officer  to repay  such  amount  if it is
ultimately  determined  that  he is  not  entitled  to  be  indemnified  by  the
Corporation as authorized in this Article 7.

         Section 7.4  Compromise or Settlement

         In the event  that a  Proceeding  is  compromised  or  settled so as to
impose  any  liability  or  obligation  on  a   Director/officer   or  upon  the
Corporation,  no indemnification  shall be provided as to said  Director/officer
with respect to such  Proceeding  if it is  determined  (i) by a majority of the
disinterested   Directors  then  in  office  or  (ii)  in  the  absence  of  any
disinterested  Directors  or at the request of a majority  of the  disinterested
Directors,  by the holders of a majority of the  outstanding  stock  entitled to
vote for  Directors,  voting as a single class,  exclusive of any stock owned by
any  interested  Director/officer,  that with respect to the matter  involved in
such  Proceeding  said  Director/officer  did  not  act  in  good  faith  in the
reasonable  belief that his action was in the best interests of the  Corporation
or, to the extent that such  Proceeding  relates to service  with  respect to an
employee   benefit  plan,  in  the  best  interests  of  the   participants   or
beneficiaries  of such employee benefit plan. In lieu of submitting the question
to a vote of  disinterested  Directors or  stockholders,  as provided above, the
Corporation may deny  indemnification to said  Director/officer  with respect to
such Proceeding,  if there has been obtained at the request of a majority of the
Directors then in office,  an opinion in writing of  independent  legal counsel,
other than counsel to the Corporation,  to the effect that said Director/officer
did not act in good faith in the  reasonable  belief  that his action was in the
best interests of the Corporation or, to the extent that such Proceeding relates
to service with respect to an employee  benefit plan,  in the best  interests of
the participants or beneficiaries of such employee benefit plan.

         Section 7.5  Advances

         The Corporation shall pay sums on account of indemnification in advance
of a final  disposition  of a Proceeding  upon receipt of an  undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

         Section 7.6  Not Exclusive

         Nothing  in  this   Article  7  shall   limit  any  lawful   rights  to
indemnification,    reimbursement,   or   advancement   of   expenses   existing
independently of this Article 7.
<PAGE>
         Section 7.7  Insurance

         The provisions of this Article 7 shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer against any liability incurred by him in any such capacity,
or arising out of his status as such,  whether or not the Corporation would have
the power to indemnify him against such liability under this Article 7.

         Article VI of the Articles of Organization  of the Company  provides in
relevant part as follows:

         "No Director of the  corporation  shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a Director
notwithstanding  any statutory  provision or other law imposing such  liability,
except for liability of a Director (i) for any breach of the Director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 61 or 62 of Chapter 156B of the  Massachusetts  General
Laws, or (iv) for any  transaction  from which the Director  derived an improper
personal  benefit.  No amendment or repeal of this  paragraph  shall apply to or
have any effect on the  liability  or alleged  liability  of any Director of the
corporation  for or with  respect  to any  acts or  omissions  of such  Director
occurring prior to such amendment or repeal."

         The  directors  and  officers  of the  Company  are  insured  under  an
insurance  policy  which  insures  them  against  claims  made during the policy
period,  and liability  arising  therefrom,  for certain  wrongful acts in their
capacity as officers and/or directors.

Item 7.           Exemption from Registration Claimed

                  Inapplicable

Item 8.           Exhibits

Number            Description

      4.1         The Boston Beer Company, Inc. 1996 Stock Option Plan for Non-
                  Employee Directors.

      5.1         Opinion  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation,  as to legality of shares  being  registered  and
                  consent  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation.
<PAGE>

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

Item 9.           Undertakings

         The undersigned Registrant hereby undertakes the following:

         (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 
                      the Securities Act of 1933;

                 (ii) To  reflect  in the  prospectus  any  facts or
                      events arising after the effective date of the
                      registration  statement  (or 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.

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 by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the 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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities
<PAGE>
Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

        (c) The  undersigned  registrant  hereby  undertakes,  that,  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.

                  [Remainder of Page Intentionally Left Blank]
<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 September 13, 1996.

                          The Boston Beer Company, Inc.


                                /s/ C. James Koch
                                C. James Koch
                                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.

         Signature                     Title                           Date

/s/ C. James Koch  
- ------------------------------   President, Chief Executive     Sept. 13, 1996
C. James Koch                      Officer, Clerk and Director
                                   (principal executive
                                   officer)

/s/ Alfred W. Rossow, Jr.                                        
- ------------------------------   Chief Operating Officer,       Sept. 13, 1996
Alfred W. Rossow, Jr.              Treasurer, Chief Financial
                                   Officer (principal financial 
                                   and accounting officer) and
                                   Director

/s/ Rhonda L. Kallman              Director                     Sept. 13, 1996
- ------------------------------
Rhonda L. Kallman

/s/ Charles Joseph Koch            Director                     Sept. 13, 1996
- ------------------------------
Charles Joseph Koch

/s/ Pearson C. Cummin, III           Director                   Sept. 13, 1996
- ------------------------------
Pearson C. Cummin, III

/s/ James C. Kautz                   Director                   Sept. 13, 1996
- ------------------------------
James C. Kautz

/s/ John B. Wing                     Director                   Sept. 13, 1996
- ------------------------------
John B. Wing
<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": "333-12221", "film-number": "96631680"}, "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 September 18, 1996

                               Registration Number

                       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
                    (Address of Principal Executive Offices)

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

                          THE BOSTON BEER COMPANY, INC.
                1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the Plan)

                        Frederick H. Grein, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               l01 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
 Title of                              Maximum      Maximum
Securities               Amount        Offering     Aggregate     Amount of
  to be                  to be         Price        Offering     Registration
Registered             Registered(l)   Per Share      Price          Fee(2)

Class A Common Stock   100,000          $19.5625   $1,956,1250   $674.57

(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)      The registration fee has been calculated with respect to 100,000 of the
         shares  registered  on the  basis  of the  average  of the high and low
         prices on the New York Stock Exchange on September 17, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange Act of 1934 (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 a part thereof from the date
of filing of such documents.

         (a) The Company's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 or the latest  Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

         (b) All of the reports filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

         (c) The  description  of the Company's  Class A Common Stock,  $.01 par
value per share which is contained in the  Registration  Statement  filed by the
Company under the  Securities  Exchange Act of 1934,  including any amendment or
report filed for the purpose of updating such description.

Item 4.           Description of Securities

         Inapplicable.

Item 5.           Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation,  Boston, Massachusetts.  As of December 31,
1995,  a total of 15,353  shares  of Common  Stock  were  beneficially  owned by
certain stockholders of Hutchins, Wheeler & Dittmar, A Professional Corporation.
Item 6.           Indemnification of Directors and Officers

         Section 67 of Chapter 156B of the General Laws of the  Commonwealth  of
Massachusetts provides as follows:

         "Section 67.  Indemnification  of  directors,  officers,  employees and
other  agents  of a  corporation,  and  persons  who  serve  at its  request  as
directors,  officers, employees or other agents of another organization,  or who
serve at its request in any capacity with respect to any employee  benefit plan,
may be provided by it to whatever  extent shall be specified in or authorized by
(i) the articles of organization or (ii) a by-law adopted by the stockholders or
(iii) a vote  adopted  by the  holders  of a  majority  of the  shares  of stock
entitled  to vote on the  election  of  directors.  Except  as the  articles  of
organization  or  by-laws  otherwise  require,  indemnification  of any  persons
referred to in the preceding  sentence who are not directors of the  corporation
may  be  provided  by it  to  the  extent  authorized  by  the  directors.  Such
indemnification  may include payment by the corporation of expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification under this section which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan.

         No indemnification shall be provided for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

         The  absence of any express  provision  for  indemnification  shall not
limit any right of indemnification existing independently of this section.

         A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."
Article 7 of the By-laws of the Company provides as follows:

                                    ARTICLE 7

                     Indemnification of Directors and Others

         Section 7.1  Definitions

         For purposes of this Article 7:

         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer or employee of the Corporation  appointed or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  who is  serving or has served at the
request of the Corporation as a Director, officer, trustee, principal,  partner,
member of a committee,  employee or other agent of any other organization, or in
any capacity with respect to any employee benefit plan of the Corporation or any
of its subsidiaries.

         (b)  "Proceeding"  means  any  actual  or  threatened  action,  suit or
proceeding, whether civil, criminal, administrative or investigative, including,
without limitation, an action by or in the right of the Corporation to procure a
judgment in its favor,  brought or threatened in or before any court,  tribunal,
administrative  or legislative body or agency,  and any claim which could be the
subject of a Proceeding.

         (c) "Expense" means any fine,  penalty or taxes, any liability fixed by
a judgment,  order, decree or award in a Proceeding,  any amount reasonably paid
in settlement of a Proceeding and any professional fees and other  disbursements
reasonably  incurred in connection  with a Proceeding.  The term "Expense" shall
include any fines, liabilities, taxes or penalties imposed on a Director/officer
with  respect to any  employee  benefit  plan of the  Corporation  or any of its
subsidiaries.

         Section 7.2  Right to Indemnification

         Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article 7, each  Director/officer  (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expense  incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a  Director/officer  to the fullest extent permitted
by law.

         Section 7.3  Indemnification not Available

         No indemnification shall be provided to a Director/officer with respect
to a Proceeding as to which it shall have been  adjudicated  that he did not act
in good faith in the reasonable belief that his action was in the best interests
of the Corporation, or, to the extent that such Proceeding
relates to  service  with  respect  to an  employee  benefit  plan,  in the best
interests of the participants or beneficiaries of such employee benefit plan.

         Expenses  incurred in connection  with a Proceeding  may be paid by the
Corporation in advance of the final  disposition of the Proceeding  upon receipt
of an  undertaking  by the  Director/  Officer  to repay  such  amount  if it is
ultimately  determined  that  he is  not  entitled  to  be  indemnified  by  the
Corporation as authorized in this Article 7.

         Section 7.4  Compromise or Settlement

         In the event  that a  Proceeding  is  compromised  or  settled so as to
impose  any  liability  or  obligation  on  a   Director/officer   or  upon  the
Corporation,  no indemnification  shall be provided as to said  Director/officer
with respect to such  Proceeding  if it is  determined  (i) by a majority of the
disinterested   Directors  then  in  office  or  (ii)  in  the  absence  of  any
disinterested  Directors  or at the request of a majority  of the  disinterested
Directors,  by the holders of a majority of the  outstanding  stock  entitled to
vote for  Directors,  voting as a single class,  exclusive of any stock owned by
any  interested  Director/officer,  that with respect to the matter  involved in
such  Proceeding  said  Director/officer  did  not  act  in  good  faith  in the
reasonable  belief that his action was in the best interests of the  Corporation
or, to the extent that such  Proceeding  relates to service  with  respect to an
employee   benefit  plan,  in  the  best  interests  of  the   participants   or
beneficiaries  of such employee benefit plan. In lieu of submitting the question
to a vote of  disinterested  Directors or  stockholders,  as provided above, the
Corporation may deny  indemnification to said  Director/officer  with respect to
such Proceeding,  if there has been obtained at the request of a majority of the
Directors then in office,  an opinion in writing of  independent  legal counsel,
other than counsel to the Corporation,  to the effect that said Director/officer
did not act in good faith in the  reasonable  belief  that his action was in the
best interests of the Corporation or, to the extent that such Proceeding relates
to service with respect to an employee  benefit plan,  in the best  interests of
the participants or beneficiaries of such employee benefit plan.

         Section 7.5  Advances

         The Corporation shall pay sums on account of indemnification in advance
of a final  disposition  of a Proceeding  upon receipt of an  undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

         Section 7.6  Not Exclusive

         Nothing  in  this   Article  7  shall   limit  any  lawful   rights  to
indemnification,    reimbursement,   or   advancement   of   expenses   existing
independently of this Article 7.
Section 7.7  Insurance

         The provisions of this Article 7 shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer against any liability incurred by him in any such capacity,
or arising out of his status as such,  whether or not the Corporation would have
the power to indemnify him against such liability under this Article 7.

         Article VI of the Articles of Organization  of the Company  provides in
relevant part as follows:

         "No Director of the  corporation  shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a Director
notwithstanding  any statutory  provision or other law imposing such  liability,
except for liability of a Director (i) for any breach of the Director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 61 or 62 of Chapter 156B of the  Massachusetts  General
Laws, or (iv) for any  transaction  from which the Director  derived an improper
personal  benefit.  No amendment or repeal of this  paragraph  shall apply to or
have any effect on the  liability  or alleged  liability  of any Director of the
corporation  for or with  respect  to any  acts or  omissions  of such  Director
occurring prior to such amendment or repeal."

         The  directors  and  officers  of the  Company  are  insured  under  an
insurance  policy  which  insures  them  against  claims  made during the policy
period,  and liability  arising  therefrom,  for certain  wrongful acts in their
capacity as officers and/or directors.

Item 7.           Exemption from Registration Claimed

                  Inapplicable

Item 8.           Exhibits

Number            Description

      4.1         The Boston Beer Company, Inc. 1996 Stock Option Plan for Non-
                  Employee Directors.

      5.1         Opinion  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation,  as to legality of shares  being  registered  and
                  consent  of  Hutchins,   Wheeler  &  Dittmar,  A  Professional
                  Corporation.
23.1         Consents of Independent Accountants - included in
                  Registration Statement under heading "Consent of Independent 
                  Accountants."

Item 9.           Undertakings

         The undersigned Registrant hereby undertakes the following:

         (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 
                      the Securities Act of 1933;

                 (ii) To  reflect  in the  prospectus  any  facts or
                      events arising after the effective date of the
                      registration  statement  (or 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.

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

        (c) The  undersigned  registrant  hereby  undertakes,  that,  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.

                  [Remainder of Page Intentionally Left Blank]
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 September 13, 1996.

                          The Boston Beer Company, Inc.

                                /s/ C. James Koch
                                C. James Koch
                                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.

         Signature                     Title                           Date

/s/ C. James Koch  
- ------------------------------   President, Chief Executive     Sept. 13, 1996
C. James Koch                      Officer, Clerk and Director
                                   (principal executive
                                   officer)

/s/ Alfred W. Rossow, Jr.                                        
- ------------------------------   Chief Operating Officer,       Sept. 13, 1996
Alfred W. Rossow, Jr.              Treasurer, Chief Financial
                                   Officer (principal financial 
                                   and accounting officer) and
                                   Director

/s/ Rhonda L. Kallman              Director                     Sept. 13, 1996
- ------------------------------
Rhonda L. Kallman

/s/ Charles Joseph Koch            Director                     Sept. 13, 1996
- ------------------------------
Charles Joseph Koch

/s/ Pearson C. Cummin, III           Director                   Sept. 13, 1996
- ------------------------------
Pearson C. Cummin, III

/s/ James C. Kautz                   Director                   Sept. 13, 1996
- ------------------------------
James C. Kautz

/s/ John B. Wing                     Director                   Sept. 13, 1996
- ------------------------------
John B. Wing