As filed with the Securities and Exchange Commission on May 1, 2000
                                                    Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                            Portland Brewing Company
             (Exact name of registrant as specified in its charter)
                                 --------------
              Oregon                                93-0865997
   (State or other jurisdiction                  (I.R.S. Employer
   incorporation or organization)             Identification Number)

                   2730 NW 31st Avenue, Portland, Oregon 97210
                    (Address of Principal Executive Offices)
                                 --------------
              Portland Brewing Company Incentive Stock Option Plan
                            (Full Title of the Plans)
                                 --------------
                           Charles A. Adams, President
                            Portland Brewing Company
                   2730 NW 31st Avenue, Portland, Oregon 97210
                            Telephone: (503) 226-7623
(Name, address and telephone number, including area code, of agent for service)

                 A copy of all communications should be sent to:

                              Carmen M. Calzacorta
                           Schwabe, Williamson & Wyatt
                               1211 SE Fifth Ave.
                               Portland, OR 97204
                                  503-222-9981

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

=============================================================================================
                                     Proposed maximum      Proposed maximum       Amount of
Title of Securities  Amount to be   offering price per    aggregate offering    registration
 to be Registered    registered(1)       share(2)               price                fee
-------------------  -------------  ------------------    ------------------    ------------
  <S>                   <C>                <C>                 <C>                 <C>

  Common Stock          236,500            $.54                $127,710            $33.72
(under Incentive
Stock Option Plan)
=============================================================================================
</TABLE>

(1)      This Registration Statement registers an additional 236,500 shares, for
         a total of 400,000 shares under the Incentive  Stock Option Plan.  This
         Registration Statement shall also cover any additional shares of Common
         Stock that may become  issuable  under the  Incentive  Stock  Option by
         reason of any stock dividend,  stock split,  recapitalization  or other
         similar transaction effected without the receipt of consideration which
         results in an increase in the number of the Portland Brewing  Company's
         outstanding shares of Common Stock.
(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the  Securities  Act of 1933, as amended,  on the basis of the price at
         which the options may be exercised as determined by Registrant's  Board
         of Directors pursuant to the Incentive Stock Option Plan.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This  Registration  Statement  relates to an  amendment to the Portland
Brewing  Company  Incentive  Stock  Option Plan (the  "Plan")  providing  for an
increase  in the  number  of shares of  common  stock  issuable  under the Plan.
Pursuant to Instruction E of the General  Instructions to Form S-8, the contents
of the  Registrant's  prior  Registration  Statement on Form S-8 relating to the
Plan  (Registration No.  33-93754),  filed on June 21, 1995, are incorporated by
reference  and the  balance  of this  Registration  Statement  consists  only of
required opinions,  consents and signatures.  There is no additional information
required in this  Registration  Statement that was not included in  Registrant's
prior Registration Statement.


Item 8.    Exhibits

          5.1  Opinion  of Schwabe  Williamson  & Wyatt  P.C.  (filed  with this
               registration statement).

          23.1 Consent  of Arthur  Andersen  LLP (filed  with this  registration
               statement).

          23.2 Consent of Schwabe  Williamson  & Wyatt P.C  (included in Opinion
               filed as Exhibit 5.1).

          24.1 Powers  of  Attorney  (included  on the  signature  page  of this
               registration statement).

          99.1 Addendum to  Registrant's  Incentive Stock Option Plan reflecting
               the increase in the number of shares available for issuance under
               such plan.

                                   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 Portland, State of Oregon, on April 28, 2000.

                                           PORTLAND BREWING COMPANY


                                              /s/ Charles A. Adams
                                           By:----------------------------------
                                              Charles A. Adams, Chairman of the
                                              Board, Chief Executive Officer and
                                              Director

                                      II-1

<PAGE>

                               POWERS OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  each of Charles A. Adams and Glenmore
James his true and lawful  attorney-in-fact  and agent,  each with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits  thereto,  and all other documents in connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent with full power and authority to do and perform each
and every  act and thing  requisite  and  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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

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

          Signature                       Title                        Date

/s/ Charles A. Adams
---------------------------    Chairman of the Board, Chief       April 18, 2000
Charles A. Adams               Executive Officer (Principal
                               Executive Officer) and Director
/s/ Glenmore James
---------------------------    Chief Financial Officer            April 18, 2000
Glenmore James                 (Principal Financial Officer
                               and Principal Accounting Officer
/s/ Frederick L. Bowman
---------------------------    Director                           April 18, 2000
Frederick L. Bowman

/s/ Robert M. MacTarnahan
---------------------------    Director                           April 19, 2000
Robert M. MacTarnahan

/s/ R. Scott MacTarnahan
--------------------------     Director                           April 19, 2000
R. Scott MacTarnahan


--------------------------     Director                           April __, 2000
Howard M. Wall, Jr.

/s/ Steven Goebel
--------------------------     Director                           April 19, 2000
Steven Goebel

/s/ William J. Prenger
--------------------------     Director                           April 19, 2000
William J. Prenger


                                      II-2

<PAGE>



EXHIBIT INDEX

          5.1  Opinion  of Schwabe  Williamson  & Wyatt  P.C.  (filed  with this
               registration statement).

          23.1 Consent  of Arthur  Andersen  LLP (filed  with this  registration
               statement).

          23.2 Consent of Schwabe  Williamson  & Wyatt P.C  (included in Opinion
               filed as Exhibit 5.1).

          24.1 Powers  of  Attorney  (included  on the  signature  page  of this
               registration statement).

          99.1 Addendum to  Registrant's  Incentive Stock Option Plan reflecting
               the increase in the number of shares available for issuance under
               such plan.

                                      II-3
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - PORTLAND BREWING COMPANY", "secsgml_size_bytes": 9478}]
{"company-data": {"conformed-name": "PORTLAND BREWING CO /OR/", "cik": "0000943658", "assigned-sic": "2082", "irs-number": "930865997", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36002", "film-number": "615707"}, "business-address": {"street1": "2730 NW 31ST AVE", "city": "PORTLAND", "state": "OR", "zip": "97210", "phone": "5037782182"}}
As filed with the Securities and Exchange Commission on May 1, 2000
                                                    Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                            Portland Brewing Company
             (Exact name of registrant as specified in its charter)
                                 --------------
              Oregon                                93-0865997
   (State or other jurisdiction                  (I.R.S. Employer
   incorporation or organization)             Identification Number)

                   2730 NW 31st Avenue, Portland, Oregon 97210
                    (Address of Principal Executive Offices)
                                 --------------
              Portland Brewing Company Incentive Stock Option Plan
                            (Full Title of the Plans)
                                 --------------
                           Charles A. Adams, President
                            Portland Brewing Company
                   2730 NW 31st Avenue, Portland, Oregon 97210
                            Telephone: (503) 226-7623
(Name, address and telephone number, including area code, of agent for service)

                 A copy of all communications should be sent to:

                              Carmen M. Calzacorta
                           Schwabe, Williamson & Wyatt
                               1211 SE Fifth Ave.
                               Portland, OR 97204
                                  503-222-9981

                         Calculation of Registration Fee
=============================================================================================
                                     Proposed maximum      Proposed maximum       Amount of
Title of Securities  Amount to be   offering price per    aggregate offering    registration
 to be Registered    registered(1)       share(2)               price                fee
-------------------  -------------  ------------------    ------------------    ------------
Common Stock          236,500            $.54                $127,710            $33.72
(under Incentive
Stock Option Plan)
=============================================================================================
(1)      This Registration Statement registers an additional 236,500 shares, for
         a total of 400,000 shares under the Incentive  Stock Option Plan.  This
         Registration Statement shall also cover any additional shares of Common
         Stock that may become  issuable  under the  Incentive  Stock  Option by
         reason of any stock dividend,  stock split,  recapitalization  or other
         similar transaction effected without the receipt of consideration which
         results in an increase in the number of the Portland Brewing  Company's
         outstanding shares of Common Stock.
(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the  Securities  Act of 1933, as amended,  on the basis of the price at
         which the options may be exercised as determined by Registrant's  Board
         of Directors pursuant to the Incentive Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This  Registration  Statement  relates to an  amendment to the Portland
Brewing  Company  Incentive  Stock  Option Plan (the  "Plan")  providing  for an
increase  in the  number  of shares of  common  stock  issuable  under the Plan.
Pursuant to Instruction E of the General  Instructions to Form S-8, the contents
of the  Registrant's  prior  Registration  Statement on Form S-8 relating to the
Plan  (Registration No.  33-93754),  filed on June 21, 1995, are incorporated by
reference  and the  balance  of this  Registration  Statement  consists  only of
required opinions,  consents and signatures.  There is no additional information
required in this  Registration  Statement that was not included in  Registrant's
prior Registration Statement.

Item 8.    Exhibits

          5.1  Opinion  of Schwabe  Williamson  & Wyatt  P.C.  (filed  with this
               registration statement).

          23.1 Consent  of Arthur  Andersen  LLP (filed  with this  registration
               statement).

          23.2 Consent of Schwabe  Williamson  & Wyatt P.C  (included in Opinion
               filed as Exhibit 5.1).

          24.1 Powers  of  Attorney  (included  on the  signature  page  of this
               registration statement).

          99.1 Addendum to  Registrant's  Incentive Stock Option Plan reflecting
               the increase in the number of shares available for issuance under
               such plan.

                                   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 Portland, State of Oregon, on April 28, 2000.

                                           PORTLAND BREWING COMPANY

                                              /s/ Charles A. Adams
                                           By:----------------------------------
                                              Charles A. Adams, Chairman of the
                                              Board, Chief Executive Officer and
                                              Director

                                      II-1
POWERS OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  each of Charles A. Adams and Glenmore
James his true and lawful  attorney-in-fact  and agent,  each with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits  thereto,  and all other documents in connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent with full power and authority to do and perform each
and every  act and thing  requisite  and  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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

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

          Signature                       Title                        Date

/s/ Charles A. Adams
---------------------------    Chairman of the Board, Chief       April 18, 2000
Charles A. Adams               Executive Officer (Principal
                               Executive Officer) and Director
/s/ Glenmore James
---------------------------    Chief Financial Officer            April 18, 2000
Glenmore James                 (Principal Financial Officer
                               and Principal Accounting Officer
/s/ Frederick L. Bowman
---------------------------    Director                           April 18, 2000
Frederick L. Bowman

/s/ Robert M. MacTarnahan
---------------------------    Director                           April 19, 2000
Robert M. MacTarnahan

/s/ R. Scott MacTarnahan
--------------------------     Director                           April 19, 2000
R. Scott MacTarnahan

--------------------------     Director                           April __, 2000
Howard M. Wall, Jr.

/s/ Steven Goebel
--------------------------     Director                           April 19, 2000
Steven Goebel

/s/ William J. Prenger
--------------------------     Director                           April 19, 2000
William J. Prenger

                                      II-2
EXHIBIT INDEX

          5.1  Opinion  of Schwabe  Williamson  & Wyatt  P.C.  (filed  with this
               registration statement).

          23.1 Consent  of Arthur  Andersen  LLP (filed  with this  registration
               statement).

          23.2 Consent of Schwabe  Williamson  & Wyatt P.C  (included in Opinion
               filed as Exhibit 5.1).

          24.1 Powers  of  Attorney  (included  on the  signature  page  of this
               registration statement).

          99.1 Addendum to  Registrant's  Incentive Stock Option Plan reflecting
               the increase in the number of shares available for issuance under
               such plan.

                                      II-3