SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                      February 19, 2008 (February 13, 2008)
                Date of Report (Date of earliest event reported)


                        REDHOOK ALE BREWERY, INCORPORATED
               (Exact Name of Registrant as Specified in Charter)


         Washington                     0-26542                  91-1141254
(State or Other Jurisdiction    (Commission file number)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)


                        14300 NE 145th Street, Suite 210
                          Woodinville, Washington 98072
               (Address of Principal Executive Offices, Zip Code)


                                 (425) 483-3232
              (Registrant's Telephone Number, Including Area Code)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|X|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

                                       1



Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 13, 2007, Redhook Ale Brewery,  Incorporated (the "Company") entered
into an  Agreement  and Plan of Merger  (the  "Merger  Agreement")  with  Widmer
Brothers Brewing Company, an Oregon corporation ("Widmer"). The Merger Agreement
provides,  subject  to  customary  conditions  to  closing,  for a  merger  (the
"Merger")  of Widmer with and into the Company.  A copy of the Merger  Agreement
was  included as an exhibit to the  Company's  current  report on Form 8-K filed
with the Securities and Exchange Commission on November 13, 2007.

On February 13, 2008, the Company and Paul S. Shipman,  Chief Executive  Officer
and Chairman of the Board,  entered into an employment  agreement  (the "Amended
Employment  Agreement") that amends and restates the employment  agreement dated
November  19,  2007  between  the  Company  and  Mr.   Shipman  (the   "Original
Agreement"). The term of the Amended Employment Agreement (the "Term") commences
on the date that the Merger is consummated  (the  "Effective  Date") and ends on
the last day of the month in which the first  anniversary  of the Effective Date
occurs (the  "Termination  Date").  The terms of Mr. Shipman's current letter of
agreement  regarding  employment,  dated June 23, 2005 ("Letter of  Agreement"),
will remain in effect until the Effective Date.

The Amended  Employment  Agreement provides that Mr. Shipman will cease to serve
as Chief Executive  Officer on the Effective Date, at which time he will receive
all bonuses due under the Letter of  Agreement,  prorated  through the Effective
Date, as well as payments for accrued but unused vacation and sick leave. During
the Term, Mr. Shipman will be employed as Consultant to the Board with the title
Chairman Emeritus and will render  consulting  services as directed by the Board
of Directors of the Company.  Mr.  Shipman will receive a minimum base salary of
$90,000 per year for his services during the Term. For any services  rendered by
Mr. Shipman in excess of 180 days during the Term, the Company will additionally
compensate  Mr. Shipman at a rate of $500 per day. The Company will also provide
Mr.  Shipman with four weeks  vacation,  retirement  and other  fringe  benefits
provided to other similarly situated executive employees.

Following the Term, Mr.  Shipman will be paid severance of $267,800.16  per year
for two years in accordance with the Company's  standard payroll  policies.  Mr.
Shipman will also be paid for any  vacation  and sick leave that accrues  during
the Term but is not used.  For 18 months  following the  Termination  Date,  the
Company will also pay the monthly premium for continuation of coverage under the
Company's  health care plans (COBRA).  For three years following the Termination
Date, Mr. Shipman will make himself available for consultation to the Company at
$500 per day.

The Employment  Agreement also addresses the conditions  under which Mr. Shipman
would be paid if the Employment  Agreement were terminated before the end of the
Term. The Agreement also includes a non-compete and  non-solicitation  covenant,
which continues for a period of three years following the Termination Date.

                                       2



A copy of the Employment Agreement is attached hereto as Exhibit 10.1

Additional Information About the Merger and Where to Find It

The Company  intends to file with the  Securities and Exchange  Commission  (the
"SEC") a  registration  statement  on Form S-4 that will  include a joint  proxy
statement/prospectus   and  other  documents   regarding  the  proposed  merger.
Investors and security holders are urged to read the  registration  statement on
Form  S-4  and the  related  joint  proxy  statement/prospectus  (including  any
amendments or supplements to those  documents) and any other relevant  materials
when they become  available,  because  they will contain  important  information
about the  Company,  Widmer and the  proposed  merger.  Investors  and  security
holders may obtain free copies of these  documents (when they are available) and
other  documents  filed  with the SEC at the SEC's web site at  www.sec.gov.  In
addition, investors and security holders may obtain free copies of the documents
filed  with  the  SEC  by the  Company  by  directing  a  request  by  email  to
Investor.Relations@Redhook.com  or by mail to Redhook Ale Brewery, Incorporated,
14300 NE 145th  Street,  Suite  210,  Woodinville,  WA  98072,  Attn.:  Investor
Relations.  In addition,  investors  and security  holders may access  copies of
documents  filed by the Company with the SEC in the Investor  Relations  area of
the Company's website at www.redhook.com.

Participants in the Solicitation

The  Company  and its  executive  officers  and  directors  may be  deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in connection with the proposed merger.  Information concerning the interests of
these executive officers and directors in the merger, including their beneficial
ownership  of the  Company  common  stock,  will be  included in the joint proxy
statement/prospectus  referred to above.  Additional  information  regarding the
executive  officers and  directors  of the Company is included in the  Company's
proxy  statement for its 2007 Annual  Meeting of  Shareholders,  which was filed
with the SEC on April 20,  2007,  and in its annual  report on Form 10-K for the
year ended  December 31,  2006,  which was filed with the SEC on March 23, 2007.
These documents are available free of charge at the SEC's website  (www.sec.gov)
and from  Investor  Relations of the Company at the email and mailing  addresses
shown above.

Forward-Looking Statements

The foregoing information regarding the proposed merger includes forward-looking
statements  that are  subject  to risks  and  uncertainties,  including  but not
limited to the possibility that the proposed merger may not ultimately close for
a number  of  reasons,  such as  either  company  not  obtaining  the  requisite
shareholder  approval or the inability to obtain the approval of  Anheuser-Busch
Incorporated; that prior to closing of the merger, the businesses of the Company
and  Widmer,  including  the  retention  of key  employees,  may  suffer  due to
uncertainty;  that, in the event the merger is completed,  the combined  company
may not have greater  opportunities and advantages;  that the combination of the
Company and Widmer may not result in a company better positioned to compete on a
national  basis;  that  the  operational,  financial  and  management  controls,
reporting  systems and  procedures of the combined  companies may be inadequate;
and that the parties may be unable to  successfully  execute  their  integration
strategies  or realize the expected  benefits of the merger.  Other factors that
could  create or  contribute  to other  risks and  uncertainties  are more fully
described in the Company's filings with the SEC, including,  but not limited to,
the Company's  annual report on Form 10-K for the year ended  December 31, 2006.
The forward-looking  statements in this report speak only as of the date hereof,
and the Company  expressly  disclaims  any intent or  obligation to update these
forward-looking statements.

                                       3



Item 8.01 Other Events

The disclosure included in Item 5.01 of this current report on Form 8-K is
incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(c)  Exhibits



Exhibit No.    Description
-----------    -----------------------------------------------------------------

10.1           Amended and Restated Employment Agreement between Paul S. Shipman
               and Redhook Ale Brewery,  Incorporated,  dated as of February 13,
               2008

                                       4


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               REDHOOK ALE BREWERY, INCORPORATED



Dated: February 19, 2008                       By:   /s/ JAY T. CALDWELL
                                                     ---------------------------
                                                     Jay T. Caldwell
                                                     Chief Financial Officer and
                                                     Treasurer

                                       5