<SEC-DOCUMENT>0001225208-12-006510.txt : 20120302
<SEC-HEADER>0001225208-12-006510.hdr.sgml : 20120302
<ACCEPTANCE-DATETIME>20120302192339
ACCESSION NUMBER:		0001225208-12-006510
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120223
FILED AS OF DATE:		20120302
DATE AS OF CHANGE:		20120302

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Tough Douglas D.
		CENTRAL INDEX KEY:			0001445540

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14829
		FILM NUMBER:		12664474

	MAIL ADDRESS:	
		STREET 1:		521 W. 57TH STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MOLSON COORS BREWING CO
		CENTRAL INDEX KEY:			0000024545
		STANDARD INDUSTRIAL CLASSIFICATION:	MALT BEVERAGES [2082]
		IRS NUMBER:				840178360
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1225

	BUSINESS ADDRESS:	
		STREET 1:		1225 17TH STREET, SUITE 3200
		CITY:			DENVER
		STATE:			CO
		ZIP:			80123
		BUSINESS PHONE:		303-927-2312

	MAIL ADDRESS:	
		STREET 1:		1225 17TH STREET, SUITE 3200
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COORS ADOLPH CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0204</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2012-02-23</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000024545</issuerCik>
        <issuerName>MOLSON COORS BREWING CO</issuerName>
        <issuerTradingSymbol>TAP</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001445540</rptOwnerCik>
            <rptOwnerName>Tough Douglas D.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>521 WEST 57TH STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10019</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <remarks>toughpoa.txt - Limited Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>Margaret A. Beck, by Power of Attorney</signatureName>
        <signatureDate>2012-03-02</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>toughpoa.txt
<TEXT>
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

I, Douglas Tough, the undersigned, do hereby make, constitute and appoint SAMUEL
  D. WALKER, E. LEE REICHERT and MARGARET (MEG) A. BECK, 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 Molson Coors Brewing
  Company, a Delaware 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 the
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, the
attorney-in-fact to act in his/her discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by the 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/her discretion,
deems necessary or desirable;

(3)	neither the Company nor the attorney-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 the foregoing attorney-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 the 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 the attorney-in-fact.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of
this 29th day of February, 2012.

/s/ Douglas D. Tough
---------------------------------------
Douglas D. Tough

STATE OF NEW YORK	)
				)
COUNTY OF NEW YORK	)

On this 29th day of February, 2012, Douglas Tough personally appeared before me,
  and acknowledged that he executed the foregoing instrument for the purposes
therein contained.

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

/s/ Diane E. Brennan
---------------------------------------
Notary Public

My Commission expires 9-29-2012

Diane E. Brennan
Notary Public, State of New York
No. 01BR6194103
Qualified in Nassau County
Certificate filed in New York County
Commission Expires Sept. 29, 2012

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
