COORS ADOLPH CO
10-Q, 1996-11-13
MALT BEVERAGES
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                       For Quarter ended September 29, 1996

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                            Commission file number 0-8251

                                 ADOLPH COORS COMPANY
         (Exact name of registrant as specified in its charter)

           COLORADO                           84-0178360
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)

            Golden, Colorado                          80401
(Address of principal executive offices)           (Zip Code)

                                  303-279-6565
          (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class            Name of each exchange on which registered
           None                                      None

Securities registered pursuant to Section 12(g) of the Act:

              Class B Common Stock (non-voting), no par value
                             (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                           YES [X]  NO [ ]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant:  All voting shares are held by Adolph Coors, Jr. Trust.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of November 7, 1996:

                     Class A Common Stock -    1,260,000 shares
                     Class B Common Stock -   36,660,104 shares

                         PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
                   ADOLPH COORS COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
<CAPTION>

                                               Thirteen weeks ended
                                             September 29,   September 24,
                                                     1996            1995
                                         (In thousands, except per share data)
<S>                                         <C>             <C>
SALES                                        $    554,740    $    559,946
Less - beer excise taxes                    (     101,227)  (     104,594)

NET SALES                                         453,513         455,352

Costs and expenses:
  Cost of goods sold                              289,357         289,095
  Marketing, general and administrative           134,043         133,031
  Research and project development                  3,124           3,802
  Special (credit) charge - net             (       6,712)             --

   Total operating expenses                       419,812         425,928

OPERATING INCOME                                   33,701          29,424

Interest expense and other - net            (       1,503)  (       1,706)

Income before income taxes                         32,198          27,718

Income tax expense                                 13,523          11,226

NET INCOME                                   $     18,675    $     16,492

NET INCOME PER SHARE OF COMMON STOCK         $       0.49    $       0.43

Weighted average number of outstanding
 shares of common stock                            38,018          38,115

Cash dividends declared and paid per share
 of common stock                             $      0.125    $      0.125
</TABLE>
<TABLE>
                   ADOLPH COORS COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                               Thirty-nine weeks ended
                                             September 29,  September 24,
                                                     1996           1995
                                        (In thousands, except per share data)
<S>                                          <C>             <C>
SALES                                        $  1,617,418    $ 1,552,006
Less - beer excise taxes                    (     292,750)  (    290,821)

NET SALES                                       1,324,668      1,261,185

Costs and expenses:
  Cost of goods sold                              857,601        809,023
  Marketing, general and administrative           385,074        372,976
  Research and project development                  8,764         11,054
  Special (credit) charge - net             (       1,512)            --

   Total operating expenses                     1,249,927      1,193,053

OPERATING INCOME                                   74,741         68,132

Interest expense and other - net            (       6,700)   (     5,087)

Income before income taxes                         68,041         63,045

Income tax expense                                 28,577         26,026

NET INCOME                                   $     39,464    $    37,019


NET INCOME PER SHARE OF COMMON STOCK         $       1.04    $      0.97

Weighted average number of outstanding
 shares of common stock                            38,014         38,250

Cash dividends declared and paid per share
 of common stock                             $      0.375    $     0.375
</TABLE>
<TABLE>
                       ADOLPH COORS COMPANY AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET

<CAPTION>
                                            September 29,  December 31,
                                                    1996          1995
                                                     (In  thousands)
<S>                                         <C>                <C> 
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                 $     68,856       $    32,386
  Accounts and notes receivable                  124,711           116,755

  Inventories:
    Finished                                      44,238            58,486
    In process                                    26,218            28,787
    Raw materials                                 35,877            37,298
    Packaging materials                           17,220            14,854

  Total inventories                              123,553           139,425

  Other assets                                    72,927            73,954

      Total current assets                       390,047           362,520


PROPERTIES, at cost, less accumulated
  depreciation, depletion and amortization
  of $1,285,950 in 1996 and $1,219,473
  in 1995                                        830,870           887,409

OTHER ASSETS                                     139,551           136,928

  TOTAL ASSETS                              $  1,360,468       $ 1,386,857
</TABLE>
<TABLE>

                       ADOLPH COORS COMPANY AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEET

<CAPTION>
                                              September 29,   December 31,
                                                      1996           1995
                                                     (In thousands)
<S>                                           <C>              <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt           $     19,000     $     36,000
  Accounts payable                                 118,221          132,349
  Accrued expenses and other liabilities           162,809          155,314

      Total current liabilities                    300,030          323,663

LONG-TERM DEBT                                     176,000          195,000

DEFERRED TAX LIABILITY                              67,720           69,916

OTHER LONG-TERM LIABILITIES                        100,450          103,262

  Total liabilities                                644,200          691,841

SHAREHOLDERS' EQUITY:
  Capital stock:
    Preferred stock, non-voting, $1 par
    value (authorized: 25,000,000 shares;
    issued: none)                                       --              --

    Class A common stock, voting, $1 par value
    (authorized and issued: 1,260,000 shares)        1,260           1,260

    Class B common stock, non-voting, no par
    value, $0.24 stated value (authorized:
    100,000,000 shares; issued: 36,660,104 in
    1996 and 36,736,512 in 1995)                     8,729           8,747

      Total capital stock                            9,989          10,007

  Paid-in capital                                   31,246          33,719
  Retained earnings                                672,750         647,530
  Foreign currency translation adjustment            2,283           3,760
      Total shareholders' equity                   716,268         695,016

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $  1,360,468     $ 1,386,857
</TABLE>
<TABLE>

                   ADOLPH COORS COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                               For the thirty-nine weeks ended
                                               September 29,     September 24,
                                                       1996              1995
                                                       (In thousands)
<S>                                            <C>              <C>
Cash flows from operating activities:
  Net income                                   $     39,464     $     37,019
  Adjustments to reconcile net income
    to net cash (used) provided by
    operating activities:
      Depreciation, depletion and
       amortization                                  90,423           91,723
      Change in accumulated deferred
       income taxes                           (       2,196)   (       4,456)
      Loss on sale or abandonment
        of properties                                 8,145            2,800
      Change in current assets and current
        liabilities                                     509    (      82,867)
      Change in non-current assets and
        non-current liabilities               (      10,771)   (      16,513)

       Net cash provided by
         operating activities                       125,574           27,706

Cash flows from investing activities:
  Additions to properties                     (      44,377)   (      97,969)
  Proceeds from sale of properties                    3,294           23,750
  Changes in intangible assets                        4,214    (       2,198)
  Other                                               1,977              229

      Net cash used in investing
        activities                            (      34,892)   (      76,188)

Cash flows from financing activities:
  Proceeds from long-term debt                           --          100,000
  Dividends paid                              (      14,244)   (      14,324)
  Principal payment of long-term debt         (      36,000)   (      44,000)
  Issuance of stock under stock plans                   459              253
  Purchase of stock                           (       2,950)   (       9,456)
  Other                                                  --            1,384

      Net cash (used) provided by
        financing activities                  (      52,735)          33,857

Cash and cash equivalents:
  Net increase (decrease) in cash
    and cash equivalents                             37,947    (      14,625)
  Effect of exchange rate changes on
    cash and cash equivalents                 (       1,477)             347
  Balance at beginning of year                       32,386           27,168

  Balance at end of quarter                    $     68,856     $     12,890
</TABLE>


Item  2.   Management's Discussion and Analysis  of  Consolidated Financial
           Condition and Consolidated Results of Operations

Quarterly Calendar Change:

In 1996, Adolph Coors Company (ACC or the Company) changed its reporting 
calendar to a 12-period fiscal year from the 13-period fiscal year that was 
used in 1995 and prior years. The 1996 fiscal year is composed of four 
13-week quarters. The 1995 fiscal year, prior to restatement, was composed 
of a 12-week first quarter, a 12-week second quarter, a 16-week third 
quarter and a 13-week fourth quarter. After restatement, the first, second 
and third quarters of 1995 were 13-weeks and the fourth quarter of
1995 was 14-weeks. The principal reason for the change was to
present fiscal quarters that are similar to calendar year
quarters and therefore more comparable to the reporting practices
of other consumer-product companies. The 1995 and 1994 financial
information has been restated to conform to 1996 presentation.
The restatement of the Consolidated Income Statements for the
four individual quarters of 1995 was included in the Company's
first quarter Form 10-Q filing.  The restatement of the
Consolidated Income Statements for the four individual quarters
of 1994 was included in the Company's second quarter Form 10-Q filing.

Special (Credit) Charge - Net:

In the third quarter of 1996, the Company recorded a net special
credit of $6.7 million.  Of the credit, $4.8 million was related
to a payment by Molson Breweries of Canada Limited (Molson) for
underpaid royalties due Coors Brewing Company (CBC), net of
related legal expenses.  Also included in the net special credit
was a $1.9 million gain related to the continuing impact of the
1995 curtailment of certain postretirement benefits.

For the first 39 weeks of 1996, the Company recorded a net
special credit of $1.5 million.  This credit is the combined
result of the third quarter's $6.7 million net special credit and
the second quarter's special charge of $5.2 million.  The second
quarter charge included the ongoing cost of legal proceedings
with Molson and severance costs associated with restructuring
CBC's engineering and construction operations.

The operating results of the Company including and excluding the
net special credit are summarized below:

<TABLE>
<CAPTION>
                        For the quarter ended    For the three quarters ended
                   September 29, September 24,    September 29,  September 24,
                           1996          1995             1996           1995
                                (In thousands, except per share data)
<S>                         <C>            <C>           <C>          <C>
Operating income
  As reported               $33,701        $29,424       $74,741      $68,132
  Excluding special items    26,989            N/A        73,229          N/A

Net income
  As reported                18,675         16,492        39,464       37,019
  Excluding special items    14,596            N/A        38,545          N/A

Earnings per share
  As reported                $ 0.49          $0.43         $1.04        $0.97
  Excluding special items    $ 0.38            N/A         $1.01          N/A
</TABLE>

Sales and Volume:

The Company reported net sales of $453.5 million and $1,324.7
million for the third quarter and first 39 weeks of 1996,
respectively, representing a 0.4% decrease and 5.0% increase,
respectively, from the comparable periods in the prior year.  CBC
had malt beverage sales of 5,357,000 barrels for the third
quarter of 1996, a decrease of 3.3% when compared to malt
beverage sales of 5,540,000 barrels for the third quarter of
1995.  Lower net sales in the third quarter of 1996 were
attributable to lower sales volume, which was primarily the
result of a timing difference between years for the July 4th
distributor finished goods inventory build-up.  In 1996, the
distributor inventory build-up for the July 4th holiday occurred
in the last week of the second quarter, compared to 1995 when the
inventory build-up occurred in the first week of the third
quarter.  This inventory timing difference occurred because the
Company's third quarter started on July 1 in 1996, versus June 26
in 1995.  Additionally, the seasonal reduction in distributor
inventories late in the third quarter of 1996 was greater than
the reduction a year earlier.

Malt beverage sales for the first 39 weeks of 1996 increased 0.6%
to 15,418,000 barrels from 15,332,000 for the same period of
1995. The increase in sales volume for the first 39 weeks of 1996
resulted largely from an increase in domestic and export sales of
COORS LIGHT, partially offset by a decrease in sales of ZIMA.

Gross Profit:

Gross profit as a percentage of net sales for the third quarter
of 1996 decreased to 36.2% from 36.5% for the same period a year
earlier.  The slight decline in this percentage was caused
primarily by lower sales of high margin brands, including
ZIMA, and increased costs for some of the Company's new products
and packages.  These reductions were nearly offset by higher
pricing and lower promotion expenses for the Company's products
compared to the same quarter in 1995.

Gross profit increased $14.9 million, or 3.3%, for the first 39
weeks of 1996 compared to 1995.  This increase was primarily the
result of higher volume and higher pricing achieved for the
Company's products.  Gross profit as a percent of net sales
decreased to 35.3% in the first 39 weeks of 1996 compared to
35.9% in 1995.  This decline was caused in part by increased
costs related to the depletion and write-off of old packaging
inventories and the abandonment of certain properties and in-
house conceptual engineering studies.  Also contributing to lower
1996 margins were a less profitable brand mix, including lower
ZIMA sales and higher KEYSTONE sales, and higher packaging costs
associated with some of the Company's new products and packages.

Operating Income:

Operating income for the third quarter of 1996, excluding the net
special credit, decreased $2.4 million, or 8.3%, to $27 million
compared to $29.4 million for the third quarter of 1995.  Lower
operating income for the third quarter was attributable to lower
volume and slightly higher marketing, general and administrative
expense.  Operating income for the first 39 weeks of 1996,
excluding the net special credit, increased $5.1 million, or
7.5%, to $73.2 million from $68.1 million in 1995. Higher
operating income for the first 39 weeks of 1996 was driven by
increased volume and higher price realization, offset in part by
higher marketing, general and administrative expense.

Marketing, general and administrative expense in the third
quarter and first 39 weeks of 1996 increased $1.0 million, or
0.8%, and $12.1 million, or 3.2%, respectively.  The increases
for both periods were primarily the result of increased domestic
and international selling expense including additional staffing,
training and on-premise sales development efforts.  Additionally,
advertising expense increased modestly in the third quarter of
1996 compared to a year ago, while advertising for the first 39
weeks of 1996 was essentially unchanged compared to the first 39
weeks of 1995.  The mix of advertising spending for 1996
continues to reflect a shift to COORS LIGHT and ORIGINAL COORS
and away from ZIMA and COORS ARTIC ICE.

Research and development costs declined 17.8% and 20.7% for the
third quarter and first 39 weeks of 1996, respectively, compared
to the same periods in 1995.  The declines represent planned
reductions in project development expense as a result of lower
capital spending for facilities and equipment.

Non-Operating Expenses:

Interest expense and other - net increased $1.6 million for the
first 39 weeks of 1996 compared to the same period of 1995.  The
increase was primarily the result of lower 1996 capitalized
interest due to a significant reduction of the capital
expenditures budget compared to 1995.  The increase was offset
somewhat by lower interest expense on lower long-term debt.

Effective Tax Rate:

The consolidated effective tax rates for the third quarter and
first 39 weeks of 1996 were 42.0% and 42.0% compared to 40.5% and
41.3%, respectively, for the same periods of 1995.  The lower
effective tax rates in 1995 were primarily the result of non-
recurring, non-taxable income items.

Net Income:

Consolidated net income for the third quarter of 1996, including
the net special credit, was $18.7 million, or $0.49 per share.
Excluding the $6.7 million pretax net special credit ($4.1
million, or $0.11 per share, after tax), the Company's 1996 third
quarter net income decreased 11.5% to $14.6 million, or $0.38 per share.

Consolidated net income for the first 39 weeks of 1996, including
the net special credit, was $39.5 million, or $1.04 per share.
Excluding the $1.5 million pretax net special credit ($0.9
million, or $0.03 per share, after tax), the Company's net income
for the first 39 weeks increased 4.1% to $38.5 million, or $1.01 per share.

Working Capital:

Total current assets exceeded total current liabilities by $90
million at September 29, 1996.  Working capital at September 29,
1996 increased $51.2 million from year-end 1995 principally
because of an increase in cash and cash equivalents of $36.5
million, an increase in accounts receivable of $8 million, a
decrease in accounts payable of $14.1 million and a decrease in
the current portion of long-term debt of $17 million.  This
change was partially offset by a decrease in inventories of $15.9 million.

The increase in accounts receivable was attributable to seasonal
sales volume increases and 1996 price increases.  The reduction
of accounts payable reflects a seasonal decrease in year-end 1995
vendor payables.  Finished goods inventories declined in 1996
largely because of increased direct shipments to CBC
distributors.  Finished goods also declined due to sales volumes
exceeding production.

Cash Provided by Operating Activities:

Net cash provided by operating activities for the first 39 weeks
of 1996 was $125.6 million, an increase of $97.9 million from the
$27.7 million for the same period a year ago.  This increase in
net cash provided by operating activities relates to the
significantly greater use of cash in 1995 to pay current
liabilities to CBC's advertising agencies and the container joint
venture with American National Can Company.  Amounts owed to
CBC's advertising agencies and the container joint venture were
unusually high at the end of 1994.

The 1996 loss on sale or abandonment of properties of $8.1
million represents an increase of $5.3 million over 1995.  This
increase primarily represents the 1996 abandonment of certain
container operations equipment, various capital projects and
engineering studies. The majority of these projects and studies
will not be completed because of reductions in its capital
spending and consequent reductions in the Company's engineering
and construction staff.  Staff reductions in these areas also
reflect the Company's belief that many of these activities can be
effectively provided by external engineering and construction resources.

The increase in cash flows from operating activities from the
above items was partially offset by a decrease in non-cash
operating expenses for depreciation, depletion and amortization
related to decreased 1996 property additions.

Cash Used in Investing Activities:

Property additions in the first 39 weeks of 1996 declined $53.6
million to $44.4 million, compared to $98.0 million for the same
period a year ago.  The Company's 1996 annual capital
expenditures are expected to be approximately $75 to $80 million
(including contributions to the container joint ventures for
capital improvements), compared with 1995 annual capital
expenditures of $145.8 million. The expected decrease for 1996
reflects the completion of several plant capacity projects in
1995 and the Company's more focused approach to cash management
and capital budgeting.

Proceeds from the sale of properties in 1996 declined $20.5
million to $3.3 million.  This decline reflects the 1995 third
quarter sale of the Company's power plant equipment and support
facilities to Trigen-Nation Energy Corporation, L.L.L.P. for $22 million.

In the third quarter of 1995, CBC and Anchor Glass Container
Corporation established a long-term partnership, the Rocky
Mountain Bottle Company, to produce glass bottles at the CBC
glass manufacturing facility.  Formation of the partnership
required CBC to contribute approximately $16.2 million of
machinery, equipment and personal property.  Since CBC
contributed no cash, the transaction was not reflected in the
1995 Statement of Cash Flows.  The overall effect of the
transaction reduced net properties and increased other long-term
assets by $16.2 million.

Cash (Used) Provided by Financing Activities:

Cash flows from financing activities decreased $86.6 million in
1996 to a net cash use of $52.7 million.  The principal financing
activity difference between years was ACC's $100 million private
placement of Senior Notes in the third quarter of 1995.
Additionally, the Company made principal payments on its medium-
term notes of $36 million and $44 million in 1996 and 1995, respectively.

In the third quarter of 1996, ACC used $3 million to buy 141,000
shares of Class B common stock from two members of the extended
Coors family.  In comparison, ACC used $9.5 million in the third
quarter of 1995 to purchase approximately 550,000 shares of Class
B common stock from a member of the extended Coors family.

Significant Events:

On October 20, 1996 ACC issued a news release announcing an
arbitration panel's October 18, 1996, ruling in the first phase
of the legal proceedings against Molson Breweries and related
parties, collectively referred to as Molson.

The three-member arbitration panel in Toronto ruled that Molson
breached its licensing agreement with CBC by allowing Miller
Brewing Company to acquire a 20 percent equity interest in Molson
without CBC's consent.  The ruling returns all Canadian rights to
Coors products to CBC. It requires Molson to hold in trust for
CBC all of Molson's profits derived from the sale of CBC products
since April 2, 1993, pending determination of amounts payable to
CBC as damages.

ACC believes the long-term financial impact of the portion of the
ruling that returns all Canadian rights to Coors products to CBC
is significant and that there are significant business
opportunities for CBC in Canada.  COORS LIGHT is the number-one
selling light beer in Canada and accounts for greater than 8% of
Molson's unit volume, or about 850,000 barrels annually.  It is
uncertain which business arrangement CBC will choose to pursue
these opportunities; however, CBC has begun the exploration of
its brewing, marketing and distribution options for Canada.
Those options include export from the U.S., contract brewing,
joint venture or the sale of a participation interest.  The
options may or may not include another brewer as a partner.

ACC believes the damages due CBC will be significant.  The
damages, however, cannot be reasonably estimated and will not be
determined until the next phase of arbitration is complete during
1997.  Pending the outcome of the second phase of arbitration,
CBC and Molson have agreed that Molson will continue to brew and
market CBC products in Canada through June 30, 1997.  Assuming
recent sales volume trends continue, CBC estimates that it will
receive at least an additional $10 million of pretax
international income from Molson for the period October 18, 1996,
through June 30, 1997.

The panel also ruled that CBC was entitled to underpaid royalties
for the period from January 1, 1991 to April 1, 1993.  Molson
made a cash payment to CBC of $5.7 million (net of $0.6 million
of tax withholdings) in early 1996 to cover a portion of those
unpaid royalties plus interest sought by CBC.  This payment did
not include underpaid royalties for the period November 1992 to
April 1993. These amounts were not included in the earlier
payment, but are expected to be determined during this year's
fourth quarter following an audit.

Cautionary Statement:

The "Outlook" section of this report contains "forward-looking
statements" within the meaning of the federal securities laws.
These statements are subject to risks and uncertainties that
could cause actual results to differ materially from those
expressed in or implied by the statements. The most important
factors that could prevent the Company from achieving its goals -
and cause actual results to differ materially from those
expressed in forward-looking statements - include, but are not
limited to the following:

     -- the inability of the Company to increase its international presence
        through the marketing of existing or future products
     -- the inability of the Company and its distributors to develop and 
        execute effective marketing and sales strategies for Coors products
     -- the potential erosion of recent price increases through discounting
     -- a potential shift in consumer preferences toward lower-priced 
        products in response to price increases
     -- increases in the cost of aluminum, paper packaging and other raw 
        materials
     -- an inability to reduce the Company's manufacturing and overhead cost
        structure to a more competitive level
     -- the Company's inability to negotiate and implement a profitable 
        business arrangement for Canada

These and other risks and uncertainties affecting the Company are
discussed in greater detail in the Company's 1995 Form 10-K filed
with the Securities and Exchange Commission.

These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-K
for the year ended December 31, 1995.  The accompanying financial
statements have not been examined by the Company's independent
accountants in accordance with generally accepted auditing
standards, but in the opinion of management of Adolph Coors
Company, such financial statements include all adjustments
necessary to present fairly the Company's financial position and
results of operations.  The results of operations for the 39
weeks ended September 29, 1996, may not be indicative of results
that may be expected for the year ending December 29, 1996.

Outlook:

As previously discussed, the Company's 1995 quarterly operating
results have been restated to reflect the 1996 calendar change.
The Company's 1996 calendar includes a 13-week fourth quarter
compared to the restated 1995 calendar which had a 14-week fourth
quarter.  The extra week in the 1995 fourth quarter is the result
of the 53-week fiscal year for 1995 rather than the normal 52
weeks in 1996.  Accordingly, the 1996 fourth quarter will be
about 7% shorter than the fourth quarter a year ago.

Pricing trends for the industry and the Company have remained
positive through the first 39 weeks of 1996.  As of the end of
the third quarter, price increases had been implemented in most
U.S. markets, and there had been no significant reversals of
those increases or expanded price discounting activity.
Additional price increases of approximately 3% have recently been
implemented in seven states and, although these increases seem
stable, there has been some competitive resistance to price
increases in certain markets.  The Company cannot predict the
degree to which pricing will be eroded by discounting or the
impact that higher prices will have on total volume or consumers
trading down to lower-margin products.

Raw material costs in the aggregate have been fairly stable for
the first 39 weeks of 1996.  The Company expects these trends to
continue for the remainder of the year. In 1997, the Company
anticipates relative stability in most raw material costs with
modest increases in barley, rice, glass and paper packaging.

Marketing, general and administrative (MG&A) costs are expected
to increase modestly in 1996 over the prior year as the result of
increased support for domestic and international sales.
Advertising costs, which are the largest component of MG&A, are
expected to be relatively constant compared to 1995.

The potential future impact of the Molson legal proceedings is
discussed under the Significant Events section.

                     PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 5.  Other Information

On November 7, 1996 the Company announced the addition of Pamela
H. Patsley to Adolph Coors Company's board of directors. Patsley
will serve on the board's audit and compensation committees.
Patsley is the president, chief executive officer and a director
of First USA Paymentech, Inc. in Dallas.  She has held these
positions since 1991. Patsley is also executive vice president
and board secretary for First USA, Inc., which is the majority
owner of First USA Paymentech.  Patsley is a founding officer of
First USA which was established in 1985.  She served as the chief
financial officer of First USA from 1987 to April 1994.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits

     None.

(b)  Reports on Form 8-K

A Report on Form 8-K dated October 28, 1996 was submitted
announcing the arbitration panel's ruling in the Company's legal
proceedings against Molson Breweries and related parties.  See
further discussion under the Significant Events section of this
filing.  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 thereunto duly authorized.


                                  ADOLPH COORS COMPANY




                                  By /s/ Timothy V. Wolf

                                  Timothy V. Wolf
                                  Vice President,
                                  Chief Financial Officer
                                  (Principal Financial Officer)
                                  (Principal Accounting Officer)


November 13, 1996


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