FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
	OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2008 
Estimated average burden
hours per response... 0.5	
                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

OBrien David P	2. Date of Event Requiring Statement (MM/DD/YYYY)
2/9/2005 
	3. Issuer Name and Ticker or Trading Symbol

MOLSON COORS BREWING CO [TAP.A; TAP]	
(Last)        (First)        (Middle)

C/O MOLSON COORS BREWING COMPANY, 311 10TH STREET, NH311	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

GOLDEN, CO 80401-0300       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

2/18/2005 
	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Beneficially Owned	
1.Title of Security
(Instr. 4)	2. Amount of Securities Beneficially Owned
(Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)	4. Nature of Indirect Beneficial Ownership
(Instr. 5)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)	6. Nature of Indirect Beneficial Ownership
(Instr. 5)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				
Employee Stock Option (right to buy)  	2/9/2005  	6/19/2012  	Class B Common Stock  	1080  	$75.28  	D  	 	
Employee Stock Option (right to buy)  	2/9/2005  	6/26/2013  	Class B Common Stock  	1800  	$82.27  	D  	 	
Class B exchangeable shares of Molson Coors Canada Inc.  	2/9/2005  	  (1)	Class B Common Stock  	2520  	  (2)	D  	 	

Explanation of Responses:	
(  1) 	The Class B exchangeable shares are redeemable by a subsidiary of Molson Coors Brewing Company at any time after February 9, 2045, for Molson Coors Brewing Company Class B Common Stock or, for non-affiliates only, the equivalent value in cash.	
(  2) 	The shares are convertible on a 1-for-1 basis.	

Remarks:
This amendment is being filed to reflect option exercise prices in United States dollars.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
OBrien David P
C/O MOLSON COORS BREWING COMPANY
311 10TH STREET, NH311
GOLDEN, CO 80401-0300	X				

Signatures		
Annita Menogan as agent for David P. O'Brien		2/11/2005	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	
 
EXHIBIT 24

LIMITED POWER OF ATTORNEY

I, David P. O'Brien, the undersigned, do hereby make, constitute and appoint each of ROBERT REESE and ANNITA M. MENOGAN, each acting individually, as my true and lawful attorney-in-fact, with full power and authority as described herein, on behalf of and in my name, place and stead to:

(1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Adolph Coors Company, a Colorado corporation (the "Company") or as such company may be domesticated hereafter, with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2)     seek or obtain, as my representative and on my behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and I hereby authorize any such person to release any such information to such attorney-in-fact and approve and ratify any such release of information; and

(3)     perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for me and on my behalf in connection with the foregoing.

I further acknowledge that:

(1)     this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information;

(2)     Any documents prepared and/or executed by any such attorney-in-fact on my behalf pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)     neither the Company nor any of such attorneys-in-fact assumes (i) any liability for the my responsibility to comply with the requirements of the Exchange Act, or (ii) any obligation or liability of mine for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)     this Power of Attorney does not relieve me from responsibility for compliance with my obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

I, the undersigned, do hereby give and grant each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for me and on my behalf, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by me in a signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 7th day of February, 2005.

                                        /s/ David P. O'Brien
                                        Signature

                                        David P. O'Brien
                                        Print Name

CITY OF TORONTO                 )
                                        )
PROVINCE (STATE) of ONTARIO     )

On this 7th day of February, 2005, David P. O'Brien personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

/s/ [notary name illegible]
Notary Public

My Commission Expires:  N/A