Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a limited liability company.

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(1) Includes 1,260,000 shares of Company Class A Common Stock that are exchangeable at any time on a one-for-one basis into shares of Class B Common Stock.

(2) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(3) The Reporting Person is a trust.

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(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a trust.

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(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a trust.

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(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a trust.

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(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a trust.

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(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a trust.

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(1) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

(2) The Reporting Person is a trust.

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(1)  Includes 2,279 shares held in custodian accounts for minor children

(2)  Includes reported securities owned by Keystone Financing LLC (“Keystone”).  The Reporting Person is one of a three-member Board of Managers.  The Board of Managers has voting power over the reported securities, as well as dispositive power over the reported securities except in the event of a sale of all or substantially all of the assets of Keystone.  All decisions of the Board of Managers, including voting and investment decisions regarding the reported securities, require the consent of a majority of the members of the Board of Managers.  The members of Keystone, including The May Kistler Coors Trust, dated September 24, 1965 (the “Trust”), have dispositive power over the reported securities only in the event of a sale of all or substantially all of the assets of Keystone.  The Reporting Person is also a trustee of the Trust, and in such capacity has, along with the other trustees of the Trust, dispositive power over the reported securities.  As such, the Reporting Person is reporting beneficial ownership of all stock held by Keystone directly and the Trust indirectly, but disclaims beneficial ownership of the reported securities owned by Keystone and the Trust except to the extent of his pecuniary interest therein.

(3)  Includes 532 shares held by spouse

(4)  Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

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(1)  Includes reported securities owned by Keystone Financing LLC (“Keystone”). The members of Keystone, including The May Kistler Coors Trust, dated September 24, 1965 (the “Trust”), have dispositive power over the reported securities only in the event of a sale of all or substantially all of the assets of Keystone.  The Reporting Person is a trustee of the Trust, and in such capacity has, along with the other trustees of the Trust, dispositive power over the reported securities.  As such, the Reporting Person is reporting beneficial ownership of all stock held by Keystone directly and the Trust indirectly, but disclaims beneficial ownership of the reported securities owned by Keystone and the Trust except to the extent of his pecuniary interest therein.

(2)  Includes shares held by the JCGC Foundation, a donor advised fund for which reporting person is the trustee.

(3)  Includes 532 shares held by spouse.

(4)  Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

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(1)  Includes 5,517 shares held in custodian accounts for minor children

(2) Includes reported securities owned by Keystone Financing LLC (“Keystone”).  The Reporting Person is one of a three-member Board of Managers.  The Board of Managers has voting power over the reported securities, as well as dispositive power over the reported securities except in the event of a sale of all or substantially all of the assets of Keystone.  All decisions of the Board of Managers, including voting and investment decisions regarding the reported securities, require the consent of a majority of the members of the Board of Managers.  The members of Keystone, including The May Kistler Coors Trust, dated September 24, 1965 (the “Trust”), have dispositive power over the reported securities only in the event of a sale of all or substantially all of the assets of Keystone.  The Reporting Person is a trustee of the Trust, and in such capacity has, along with the other trustees of the Trust, dispositive power over the reported securities.  As such, the Reporting Person is reporting beneficial ownership of all stock held by Keystone directly and the Trust indirectly, but disclaims beneficial ownership of the reported securities owned by Keystone and the Trust except to the extent of his pecuniary interest therein.

(3)  Includes 532 shares held by spouse

(4) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

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(1)  Includes 5,517 shares held in custodian accounts for minor children

(2)  Includes reported securities owned by Keystone Financing LLC (“Keystone”).  The Reporting Person is one of a three-member Board of Managers.  The Board of Managers has voting power over the reported securities, as well as dispositive power over the reported securities except in the event of a sale of all or substantially all of the assets of Keystone.  All decisions of the Board of Managers, including voting and investment decisions regarding the reported securities, require the consent of a majority of the members of the Board of Managers.  The members of Keystone, including The May Kistler Coors Trust, dated September 24, 1965 (the “Trust”), have dispositive power over the reported securities only in the event of a sale of all or substantially all of the assets of Keystone.  The Reporting Person is a trustee of the Trust, and in such capacity has, along with the other trustees of the Trust, dispositive power over the reported securities.  As such, the Reporting Person is reporting beneficial ownership of all stock held by Keystone directly and the Trust indirectly, but disclaims beneficial ownership of the reported securities owned by Keystone and the Trust except to the extent of his pecuniary interest therein.  Also includes 930,130 options to purchase Class B Common Stock with various exercise prices and various expiration dates.

(3)  Includes 532 shares held by spouse and 3,123 shares held by children.  Also includes 930,130 options to purchase Class B Common Stock with various exercise prices and various expiration dates.

(4) Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

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(1)  Includes reported securities owned by Keystone Financing LLC (“Keystone”).  The members of Keystone, including The May Kistler Coors Trust, dated September 24, 1965 (the “Trust”), have dispositive power over the reported securities only in the event of a sale of all or substantially all of the assets of Keystone.  The Reporting Person is also a trustee of the Trust, and in such capacity has, along with the other trustees of the Trust, dispositive power over the reported securities.  As such, the Reporting Person is reporting beneficial ownership of all stock held by Keystone directly and the Trust indirectly, but disclaims beneficial ownership of the reported securities owned by Keystone and the Trust except to the extent of his pecuniary interest therein.  Also includes reported securities held with spouse in joint tenancy.

(2)  Using number in Item 11 divided by number of outstanding shares of Class B Common Stock that, for purposes of this Schedule 13D, includes all shares of Class B Common Stock issuable upon conversion of all outstanding shares of Class A Common Stock, Class A Exchangeable Shares of Molson Coors Canada Inc. and Class B Exchangeable Shares of Molson Coors Canada Inc.

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EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed on behalf of each of the following persons pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), with respect to the Class B Common Stock:  Keystone Financing LLC (“Keystone Financing”); the Adolph Coors, Jr. Trust, dated September 12, 1969 (“the Adolph Coors, Jr. Trust”); the Grover C. Coors Trust, dated August 7, 1952 (the “Grover C. Coors Trust”); the Herman F. Coors Trust, dated July 5, 1946 (the “Herman F. Coors Trust”); the May Kistler Coors Trust, dated September 24, 1965 (the “May Kistler Coors Trust”); the Augusta Coors Collbran Trust, dated July 5, 1946 (the “Augusta Coors Collbran Trust”); the Bertha Coors Munroe Trust, dated July 5, 1946 (the “Bertha Coors Munroe Trust”); the Louise Coors Porter Trust, dated July 5, 1946 (the “Louise Coors Porter Trust”); William K. Coors; Joseph Coors, Jr.; Jeffrey H. Coors; Peter H. Coors; and John K. Coors (collectively, the “Reporting Persons”), and amends the Schedule 13D filed with the United States Securities and Exchange Commission on February 22, 2005 (the “Original Schedule 13D”).  Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.  Except as amended hereby, the Original Schedule 13D (including the exhibits incorporated by reference into such Original Schedule 13D) remains in effect.  This Amendment No. 1 is being filed as a result of the resignation of William K. Coors, and the appointment of Peter H. Coors and John K. Coors, as managers of Keystone Financing, as reflected in the revised footnotes to the cover pages for these persons and in the amendment to Item 2 and Item 6 of this Amendment No. 1 and to update certain other matters relating to the filing persons.

Item 2.                    Identity and Background

Item 2 of the Original Schedule 13D is amended by deleting in its entirety the text under subheading “A.  Limited Liability Company” and “B. Trusts” and replacing such text with the following:

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SIGNATURE

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.

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