SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Minnesota Brewing Company
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
604005 10 8
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
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CUSIP NO. 604005 10 8 13G PAGE 2 OF
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6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dennis P. Barrett
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
American
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5 SOLE VOTING POWER
NUMBER OF
9,600
SHARES ---------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
183,559
OWNED BY ---------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
9,600
REPORTING ---------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
183,559
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,159
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer
Minnesota Brewing Company, a Minnesota corporation
(b) Address of Issuer's Principal Executive Offices
882 West Seventh Street, St. Paul, MN 55102
Item 2.
(a) Name of Person Filing. This statement is being filed by Dennis
P. Barrett, an individual.
(b) Address of Principal Business Office or, if none, Residence.
The principal address of Mr. Barrett is 882 West Seventh
Street, St. Paul, MN 55102.
(c) Citizenship. Mr. Barrett is an American citizen.
(d) Title of Class of Securities. Common Stock, $0.01 par value
per share.
(e) CUSIP Number. 604005 10 8
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
ss.240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-1(b)(ii)(H)
Not Applicable.
Item 4. Ownership
As of December 31, 1996, the ownership of Mr. Barrett was as
follows:
(a) Amount Beneficially Owned - 193,159
(b) Percent of Class - 5.7%
(c) Of the shares owned by Mr. Barrett, Mr. Barrett has the power
to vote or dispose of the shares as follows:
(i) Sole power to vote or direct the vote - 9,600
(ii) Shared power to vote or direct the
vote - 183,559
(iii) Sole power to dispose or direct the
disposition of - 9,600
(iv) Shared power to dispose or direct the
disposition of - 183,559
Of the shares beneficially owned by Mr. Barrett, 9,000 shares are
deemed owned present to currently exerciable options. In addition, Mr. Barrett's
proportionate interest as a limited partner in the Minnesota Brewing Limited
Partnership represents 44,780 shares and he serves as a Trustee for the
Minnesota Brewing Company Employee Stock Purchase Plan which owned 138,779 as of
December 31, 1996. Mr. Barrett disclaims any beneficaial ownership of the ESOP
other than shares allocated to his account.
Item 5. Ownership of Five Percent or less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(iii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certificates
The following certificates shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
February 6, 1997 ___________________________
Dennis P. Barrett
