EXHIBIT 1

                                 AMENDMENT NO. 1
                                       TO
                      AMENDED AND RESTATED RIGHTS AGREEMENT
                                       OF
                        REDHOOK ALE BREWERY, INCORPORATED

      This Amendment No. 1 to Amended and Restated Rights Agreement ("Amendment
No. 1") is entered into by Redhook Ale Brewery, Incorporated (the "Company") and
Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder
Services, L.L.C.) (the "Rights Agent"). This Amendment No. 1 amends the Amended
and Restated Rights Agreement between Company and Rights Agent dated as of May
12, 1999 (the "Rights Agreement").

      The Rights Agreement is hereby amended as follows:

(1) Clause (c)(i) of the definition of "Acquiring Person" in Section 1 is
amended to read as follows:

            . . . (c) the Affiliated Group, to the extent the Affiliated Group
            has become such a beneficial owner solely as a result of one or more
            of the following events: (i) the acquisition or purchase by the
            Affiliated Group of beneficial ownership of Common Stock, if such
            purchase or acquisition does not result in the Affiliated Group
            holding in excess of 35% in aggregate of the outstanding Common
            Stock, as calculated on a Fully Diluted Basis, . . .

(2) The first sentence of Section 3(b) is amended in its entirety to read as
follows:

            (b) Until the earlier of (i) the Close of Business on the tenth
            Business Day after the Date that the Company learns that a Person
            has become an Acquiring Person and (ii) the Close of Business on
            such date, if any, as may be designated by the Company's Board of
            Directors following the commencement of, or first public disclosure
            of an intent to commence, a tender or exchange offer by any Person
            (other than the Company, any Subsidiary of the Company, any employee
            benefit plan of the Company or of any of its Subsidiaries, or any
            Person holding Common Shares for or pursuant to the terms of any
            such employee benefit plan) for outstanding Common Shares, if upon
            consummation of such tender or exchange offer such Person could be
            the Beneficial Owner of 20% or more of the outstanding Common Shares
            (unless such Person shall be a member of the Affiliated Group, in
            which case the threshold shall be Beneficial Ownership in excess of
            35%, calculated on a Fully-Diluted Basis) (the Close of Business on
            the earlier of dates set forth in (i) and (ii) being the
            "Distribution Date"), (y) the Rights will be evidenced by the
            certificates for Common Shares registered in the names of



            the holders thereof and not by separate Right Certificates and (z)
            the Rights, including the right to receive Right Certificates, will
            be transferable only in connection with the transfer of Common
            Shares.

      This Amendment No. 1 is effective as of May 18, 2004.


                                        REDHOOK ALE BREWERY, INCORPORATED

                                        By:  /s/ Paul J. Shipman
                                             -----------------------------------
                                             Paul J. Shipman, President and
                                             Chief Executive Officer

                                        MELLON INVESTOR SERVICES LLC

                                        By:  /s/ Thomas L. Cooper
                                             -----------------------------------
                                             Thomas L. Cooper, Assistant Vice
                                             President