"Ed and I would go into a fine restaurant and he would order a beer," she recalled. "A beer! I was sort of embarrassed."

Marriage and a honeymoon in Germany more than changed her impression that beer connoisseurs were ironworkers and hot rodders. "Beer always had a negative connotation, but I've long ago gotten over that," she said.

"And now, here I am making beer."

The beers that Carol Stoudt makes at the Stoudt Brewing Co., which opened last year as Pennsylvania's only micro-brewery, are no ordinary taproom suds.

On June 11, Stoudt's Gold Lager won a silver medal in the Great American Beer Festival in Boulder, Colo., a professional blind-tasting contest in which hundreds of beers, ranging from Stoudt's Gold to Michelob, compete on equal terms.

Other small brewing companies that have received similar recognition, such as Samuel Adams in Boston, have capitalized on the awards to achieve commercial success. "It's really going to give me credibility for expanding," said the 38-year-old Stoudt.

Almost all of Stoudt's beers are sold in kegs to restaurants and taverns, primarily in the Lancaster and Reading areas. Recently, she picked up her first Philadelphia account, the Brown Street Cafe in the Fairmount section.

Michael Donnelly, the owner of the cafe, said the beer was an immediate hit with his young, affluent clientele.

"I'm able to tell people about the brewery and that the beer's made locally," said Donnelly. "Invariably, they try it. It's selling like gangbusters."

Stoudt's is already pushing the limits of its 30-barrel fermenters, which produces in one batch about as much beer as Anheuser-Busch spills in an afternoon.

"My beer is scarce right now," Stoudt said. "I can't open any new accounts until September."

How Stoudt, a former teacher, became one of the few female brew masters in the United States is the result of an experiment that serendipitously came as more Americans were buying less beer, but were willing to pay higher prices for it.

Stoudt and her husband, Ed, own the Black Angus complex, one of the numerous flea markets on Route 272 in Adamstown, Berks County. Along with renting booths to dealers, the Stoudts operate a restaurant and a 1,300-seat beer garden.

A few years ago, the Stoudts decided to fix up a batch of home brew to add a little local flavor to the beers they sold at the Black Angus' annual Bavarian Summer Festivals. The customers liked the novelty of a local beer, and demanded more.

They buried themselves in research. Local "boutique" beers were beginning to capture some of the premium beer market, which is dominated by imports. Most of them are "contract breweries" such as Dock Street and Pennsylvania Pilsner, which lease fermenters from large breweries to make their own recipes.

The Stoudts, instead, opted to build a brewery from the ground up. The American Association of Brewers estimates that 80 micro-breweries have been built since 1980, when fewer than five existed. A micro-brewery produces less than 15,000 barrels a year, and each barrel equals 31 gallons.

THE PLANS

The Stoudts planned a capacity of 1,500 barrels a year. They figured to sell their beer through their beer garden or through local bars, functioning much like a small German brewery or the 33 breweries that once operated in Berks and Lancaster Counties before Prohibition.

Their first obstacle was Pennsylvania's liquor-control laws, which prohibit the same entity from both manufacturing and retailing alcohol.

To comply with the law, Carol Stoudt became president of the brewing company and Ed Stoudt remained at the restaurant. They carved out and subdivided the property where they built the brewery, although it shares a wall with the restaurant.

Carol Stoudt said she and her husband invested $500,000 in the brewing equipment, of which $75,000 was devoted to cosmetic flourishes to make the brewery attractive to visitors. They framed the gleaming stainless-steel kettle and fermenters in two-story windows facing the highway.

While planning the brewery, Carol Stoudt, who has a master's degree in education and was a teacher before she married Stoudt, went back to school.

She did a one-year internship at a micro-brewery in Louisiana, where she learned the brewing craft and developed her recipes.

The couple's intention was to reproduce German beers, which by law must use only four ingredients - barley malt, hops, yeast and water. American beers replace much of the malt with cheaper grains, such as corn and rice, which produces a lighter beer.

Stoudt found a supplier of malt in Wisconsin. The hops, which is the flower of the hop vine and the "spice" of beer, she obtains from Washington, Germany and, for the pilsener beer, from Czechoslovakia. The imported hops cost four to five times as much as the domestic hops.

The ingredient that Stoudt is most proud of is the yeast.

OFF TO BAVARIA

Yeast is the bacteria that consumes the carbohydrates in the malt during the fermentation to produce alcohol, and the strain of yeast also imparts a distinct flavor in the beer. "I wanted a good Bavarian yeast," she said. So she went to Bavaria.

At Weinenstephan, the brew masters' university in Freising, West Germany, Stoudt sampled the library of yeast strains. She chose Yeast No. 34, and took one cell back to Adamstown, where she put it in a petri dish and multiplied it.

The descendants of that one cell of yeast have been used in all the beers Stoudt produces.

"The strain of yeast and the type of water really affects the taste of beer," she said. "If I was three miles up the road, we'd have a different source of water, where the wells are in more limestone. I'd have a completely different beer."

Most of Stoudt's production is devoted to her Gold and Pilsener beers, which are lighter brews made by lagering - a slow fermentation under refrigeration. Her other regular recipes are also lagers, labeled simply Amber and Dark.

She has also made experimental specialty beers, which she produces in small batches for a limited time. During the winter she made a Mardi Gras beer that she sold in February. Her most recent specialty is a bock beer.

'IT'S FUN'

"It's fun," she said. "With a micro-brew, you can do a lot of neat, different things." Some of the beers never make it beyond the beer garden. She produced one beer they called Smoke - to describe its slightly smoky flavor - and sold it only at the beer garden.

The beers that Stoudt produces are a bit heftier and more aggressive than most American commercial beers. They're also more expensive.

Although most of the beer is sold in kegs, Stoudt bought a small machine to hand-fill 28-ounce champagne bottles. A case of 12 bottles costs $21 at the brewery.

"Why do you pay more for this beer?" she said. "Because there's more care taken to do it."

The price, though, did not appeal to many bar owners in the surrounding Berks County area, where the Stoudts had hoped to limit their market - the beer must be kept refrigerated and does not travel well.

SET IN THEIR WAYS

"The people around here are rural, and accustomed to their favorite beers," said Carol Stoudt. "They didn't want to take off their Old Milwaukee to make a tap available for me." Instead, she shopped the beer around to owners of upscale restaurants in Lancaster, Reading and Harrisburg.

One benefit of winning the silver medal at the Colorado festival, said Ed Stoudt, is that local interest might increase. "When you have national recognition, people locally start looking at you seriously," he said.

One tavern owner who was impressed without a sales pitch was Donnelly, the owner of the Brown Street cafe who discovered Stoudt's beer while he was shopping for antiques.

Donnelly, who travels to Adamstown himself to pick up the beer, said that his customers are willing to pay for it. "I hate to say they're yuppies," he said. "But they are."

Donnelly devoted two of his five beer taps to accommodate Stoudt's. He sells Stoudt's Gold for $1.50 a glass (Rolling Rock goes for $1.25 a glass). The other tap will be devoted to a Stoudt specialty beer. "As Carol and Ed come up with these things," he said, "I'll sell them."

The Stoudts, meanwhile, are banking on the continued growth in popularity of premium beers. They plan to double their capacity this winter.

"Beer is just coming into its own," said Carol Stoudt, who has come a long way from the day she cringed when her fiance ordered a beer with his meal.