--------------------------------------------------------------------------------
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                                       --------
                                          FORM S-8
                                     REGISTRATION STATEMENT
                                           Under
                                   The Securities Act of 1933
                                       --------

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

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

            12th and Ford Street
            Golden, Colorado                       80401
   (Address of principal executive offices)       (Zip Code)

                                                   COORS 401(k) SAVINGS PLAN
                                                                    FOR
                              HOURLY EMPLOYEES AT THE MEMPHIS, TENNESSEE BREWERY

                                                                    AND

                                 ADOLPH COORS COMPANY DEFERRED COMPENSATION PLAN

                                              (Full title of the Plans)
                                                     ---------


M. Caroline Turner, Esq.                              With copies to:
12th and Ford Street
Golden, Colorado  80401                               Thomas A. Richardson, Esq.
(Name and address of agent for service)               Holme Roberts & Owen LLP
                                                      1700 Lincoln, Suite 4100
(303) 277-3320                                        Denver, Colorado   80203
(Telephone number, including area code,               (303) 861-7000
of agent for service)
<TABLE>
<CAPTION>

                                                              CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>                         <C>                 <C>                        <C>

Title of                                                      Proposed Maximum    Proposed Maximum
Securities to be                  Amount to be                Offering Price      Aggregate                  Amount of
Registered                        Registered                  Per Share(1)        Offering Price(1)          Registration Fee
-------------------------------------------------------------------------------------------------------------------

Class B Common Stock              163,265 shares              32.75               $5,346,929                 $1,620
(2)

-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee for the
shares being registered  hereby pursuant to Rule 457 based on the average of the
closing  price for Class B Common  Stock on February 5, 1998 as reported on the
Nasdaq  National  Market.  

     (2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be  offered  or sold  pursuant  to the  Coors  401(k)  Savings  Plan for  Hourly
Employees at the Memphis,  Tennessee Brewery  (the"401(k)  Plan") and the Adolph
Coors Company Deferred Compensation Plan.

#359745
                                                      Page 1

<PAGE>



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission") are incorporated by reference in the Registration
Statement:

     (1) Annual  Report on Form 10-K of the Company for the year ended  December
29, 1996.

     (2)  Quarterly  Report on Form 10-Q of the Company  for the  quarter  ended
March 30, 1997.

     (3) Quarterly Report on Form 10-Q of the Company for the quarter ended June
29, 1997.

     (4)  Quarterly  Report on Form 10-Q of the Company  for the  quarter  ended
September 29, 1997.

     (5) Current  Report on Form 8-K of the Company filed with the Commission on
May 2, 1997.

     (6) The description of the Class B Common Stock contained in a registration
statement on Form S-8 , dated June 6, 1995. (Registration No. 033-59979)

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part thereof from the date of filing of such documents.


Item 4.  Description of Securities

         Not Applicable.


Item 5.  Interests of Named Experts

         Not Applicable.


Item 6.  Indemnification of Directors and Officers

         Article  Ten  of  the  Company's   Amended  and  Restated  Articles  of
Incorporation  and  Article VI of the  Company's  Bylaws  require the Company to
indemnify,  to the fullest extent allowed by the Colorado  Business  Corporation
Act (the  "CBCA"),  any  person  who  serves or who has  served at any time as a
director or an officer of the  Company,  and any director or officer who, at the
request of the Company, serves or at any time has served as a director, officer,
partner,  trustee,   employee,  or  agent  of  any  other  foreign  or  domestic
corporation or of any  partnership,  joint venture,  trust,  other enterprise or
employee benefit plan,  against any and all liabilities and reasonable  expenses
incurred in connection with any claim, action, suit, or proceeding to which such
director  or  officer is made a party,  or which may be  asserted  against  him,
because he is or was a director or an officer.

         Article  Nine  of  the  Company's  Amended  and  Restated  Articles  of
Incorporation  provides that directors of the Company shall not be liable to the
Company or any of its  shareholders  for monetary  damages caused by a breach of
fiduciary duty as a director.


#359745
                                                      Page 2

<PAGE>



         Sections 7-109-102 and 103 of the CBCA authorize the indemnification of
directors and officers against liability  incurred by reason of being a director
or officer and against expenses (including attorney's fees) judgments, fines and
amounts paid in settlement and reasonably incurred in connection with any action
seeking to establish such liability,  in the case of third-party  claims, if the
officer or director  acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and in the
case of  actions  by or in the  right  of the  corporation,  if the  officer  or
director acted in good faith and in a manner he reasonably  believed to be in or
not  opposed to the best  interest  of the  corporation  and if such  officer or
director shall not have been adjudged liable to the corporation,  unless a court
otherwise  determines.  Indemnification  is also  authorized with respect to any
criminal  action or  proceeding  where the officer or director had no reasonable
cause to believe his conduct was unlawful.

         The above discussion of the Company's  Amended and Restated Articles of
Incorporation,  Bylaws and the CBCA is only a summary  and is  qualified  in its
entirety by the full text of each of the foregoing.

         Directors and officers of the Company and its  subsidiaries are covered
by an insurance  policy which insures them against certain  losses,  liabilities
and  expenses.  The  annual  aggregate  liability  limit  under  the  policy  is
$20,000,000,  with no  deductible.  The  policy  contains  numerous  exclusions,
including  exclusions  for  personal  profit,  libel  and  slander  and  certain
environmental  liabilities.  The policy also covers  expenditures by the Company
and its subsidiaries for the lawful  indemnification  of directors and officers,
with a $500,000 deductible for each occurrence.  The same $20,000,000  liability
limit applies to the corporate coverage.

Item 7.  Exemption from Registration Claimed

         Not Applicable.


Item 8.  Exhibits

Exhibit No.       Description

23.1              Consent of Price Waterhouse LLP
24.1              Powers of Attorney

         The undersigned  registrant  hereby undertakes that the registrant will
submit the 401(k) Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely  manner  and will make all  changes  required  by the IRS in
order to qualify the 401(k) Plan.


Item 9.  Undertakings

         (a)      Rule 415 Offerings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after  the  effective  date of the  registration  statement(or  the most  recent
post-effective amendment thereof) which, individually or in the aggregate,

#359745
                                                      Page 3

<PAGE>



represent a fundamental  change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was  registered) and any deviation from the high or low end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  registration  statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) Filings incorporating subsequent Exchange Act documents by reference.

         The undersigned  registrant hereby undertakes that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Request for  acceleration  of effective date or filing of  registration
statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


#359745
                                                      Page 4

<PAGE>



                                                    SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Golden, State of Colorado, February 5, 1998.

                                               ADOLPH COORS COMPANY,
                                               a Colorado corporation


                                               By /s/   William K. Coors
                                                   William K. Coors, President


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

                                            Title/Position Held
Signature                                   with Registrant                                                       Date
<S>                                         <C>                                         <C>

/s/ William K. Coors                        Chairman and President                      February 5, 1998
--------------------------------
William K. Coors                            Chief Executive Officer

/s/ Timothy V. Wolf                         Vice President                              February 5, 1998
--------------------------------
Timothy V. Wolf                                      Chief Financial Officer
                                            Principal Financial Officer
                                            Principal Accounting Officer

/s/ Joseph Coors                            Vice Chairman                               February 5, 1998
-----------------------------
Joseph Coors

/s/ Peter H. Coors                          Director                                    February 5, 1998
----------------------------
Peter H. Coors

/s/ Wayne R. Sanders                        Director                                    February 5, 1998
-----------------------------
Wayne R. Sanders

/s/ J. Bruce Llewellyn                      Director                                    February 5, 1998
----------------------------
J. Bruce Llewellyn

/s/ Luis G. Nogales                         Director                                    February 5, 1998
-----------------------------
Luis G. Nogales

/s/ Pamela H. Patsley                       Director                                    February 5, 1998
---------------------------
Pamela H. Patsley
</TABLE>

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrators  of the Coors  401(k) Plan for Hourly  Employees  at the Memphis,
Tennessee  Brewery have caused this  Registration  Statement to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Golden,
State of Colorado on February 5, 1998.

COORS 401(k) PLAN FOR HOURLY WORKERS
AT MEMPHIS TENNESSEE BREWERY


By /s/ Timothy V. Wolf
         Name:  Timothy V. Wolf
         Title:    Plan Administrator


#359745
                                                      Page 5

<PAGE>




                                                 INDEX TO EXHIBITS

Exhibit
Number                       Description                                     


23.1              Consent of Price Waterhouse LLP

24.1              Powers of Attorney









#359745
                                                      Page 6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "401(K) S-8", "secsgml_size_bytes": 17583}]
{"company-data": {"conformed-name": "COORS ADOLPH CO", "cik": "0000024545", "assigned-sic": "2082", "irs-number": "840178360", "state-of-incorporation": "CO", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45869", "film-number": "98526209"}, "business-address": {"street1": "12TH & FORD STREETS", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032796565"}}
--------------------------------------------------------------------------------
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                                       --------
                                          FORM S-8
                                     REGISTRATION STATEMENT
                                           Under
                                   The Securities Act of 1933
                                       --------

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

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

            12th and Ford Street
            Golden, Colorado                       80401
   (Address of principal executive offices)       (Zip Code)

                                                   COORS 401(k) SAVINGS PLAN
                                                                    FOR
                              HOURLY EMPLOYEES AT THE MEMPHIS, TENNESSEE BREWERY

                                                                    AND

                                 ADOLPH COORS COMPANY DEFERRED COMPENSATION PLAN

                                              (Full title of the Plans)
                                                     ---------

M. Caroline Turner, Esq.                              With copies to:
12th and Ford Street
Golden, Colorado  80401                               Thomas A. Richardson, Esq.
(Name and address of agent for service)               Holme Roberts & Owen LLP
                                                      1700 Lincoln, Suite 4100
(303) 277-3320                                        Denver, Colorado   80203
(Telephone number, including area code,               (303) 861-7000
of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Title of                                                      Proposed Maximum    Proposed Maximum
Securities to be                  Amount to be                Offering Price      Aggregate                  Amount of
Registered                        Registered                  Per Share(1)        Offering Price(1)          Registration Fee
-------------------------------------------------------------------------------------------------------------------

Class B Common Stock              163,265 shares              32.75               $5,346,929                 $1,620
(2)

-------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee for the
shares being registered  hereby pursuant to Rule 457 based on the average of the
closing  price for Class B Common  Stock on February 5, 1998 as reported on the
Nasdaq  National  Market.  

     (2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be  offered  or sold  pursuant  to the  Coors  401(k)  Savings  Plan for  Hourly
Employees at the Memphis,  Tennessee Brewery  (the"401(k)  Plan") and the Adolph
Coors Company Deferred Compensation Plan.

#359745
                                                      Page 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission") are incorporated by reference in the Registration
Statement:

     (1) Annual  Report on Form 10-K of the Company for the year ended  December
29, 1996.

     (2)  Quarterly  Report on Form 10-Q of the Company  for the  quarter  ended
March 30, 1997.

     (3) Quarterly Report on Form 10-Q of the Company for the quarter ended June
29, 1997.

     (4)  Quarterly  Report on Form 10-Q of the Company  for the  quarter  ended
September 29, 1997.

     (5) Current  Report on Form 8-K of the Company filed with the Commission on
May 2, 1997.

     (6) The description of the Class B Common Stock contained in a registration
statement on Form S-8 , dated June 6, 1995. (Registration No. 033-59979)

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part thereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Article  Ten  of  the  Company's   Amended  and  Restated  Articles  of
Incorporation  and  Article VI of the  Company's  Bylaws  require the Company to
indemnify,  to the fullest extent allowed by the Colorado  Business  Corporation
Act (the  "CBCA"),  any  person  who  serves or who has  served at any time as a
director or an officer of the  Company,  and any director or officer who, at the
request of the Company, serves or at any time has served as a director, officer,
partner,  trustee,   employee,  or  agent  of  any  other  foreign  or  domestic
corporation or of any  partnership,  joint venture,  trust,  other enterprise or
employee benefit plan,  against any and all liabilities and reasonable  expenses
incurred in connection with any claim, action, suit, or proceeding to which such
director  or  officer is made a party,  or which may be  asserted  against  him,
because he is or was a director or an officer.

         Article  Nine  of  the  Company's  Amended  and  Restated  Articles  of
Incorporation  provides that directors of the Company shall not be liable to the
Company or any of its  shareholders  for monetary  damages caused by a breach of
fiduciary duty as a director.

#359745
                                                      Page 2
Sections 7-109-102 and 103 of the CBCA authorize the indemnification of
directors and officers against liability  incurred by reason of being a director
or officer and against expenses (including attorney's fees) judgments, fines and
amounts paid in settlement and reasonably incurred in connection with any action
seeking to establish such liability,  in the case of third-party  claims, if the
officer or director  acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and in the
case of  actions  by or in the  right  of the  corporation,  if the  officer  or
director acted in good faith and in a manner he reasonably  believed to be in or
not  opposed to the best  interest  of the  corporation  and if such  officer or
director shall not have been adjudged liable to the corporation,  unless a court
otherwise  determines.  Indemnification  is also  authorized with respect to any
criminal  action or  proceeding  where the officer or director had no reasonable
cause to believe his conduct was unlawful.

         The above discussion of the Company's  Amended and Restated Articles of
Incorporation,  Bylaws and the CBCA is only a summary  and is  qualified  in its
entirety by the full text of each of the foregoing.

         Directors and officers of the Company and its  subsidiaries are covered
by an insurance  policy which insures them against certain  losses,  liabilities
and  expenses.  The  annual  aggregate  liability  limit  under  the  policy  is
$20,000,000,  with no  deductible.  The  policy  contains  numerous  exclusions,
including  exclusions  for  personal  profit,  libel  and  slander  and  certain
environmental  liabilities.  The policy also covers  expenditures by the Company
and its subsidiaries for the lawful  indemnification  of directors and officers,
with a $500,000 deductible for each occurrence.  The same $20,000,000  liability
limit applies to the corporate coverage.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit No.       Description

23.1              Consent of Price Waterhouse LLP
24.1              Powers of Attorney

         The undersigned  registrant  hereby undertakes that the registrant will
submit the 401(k) Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely  manner  and will make all  changes  required  by the IRS in
order to qualify the 401(k) Plan.

Item 9.  Undertakings

         (a)      Rule 415 Offerings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after  the  effective  date of the  registration  statement(or  the most  recent
post-effective amendment thereof) which, individually or in the aggregate,

#359745
                                                      Page 3
represent a fundamental  change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was  registered) and any deviation from the high or low end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  registration  statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) Filings incorporating subsequent Exchange Act documents by reference.

         The undersigned  registrant hereby undertakes that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Request for  acceleration  of effective date or filing of  registration
statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

#359745
                                                      Page 4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Golden, State of Colorado, February 5, 1998.

                                               ADOLPH COORS COMPANY,
                                               a Colorado corporation

                                               By /s/   William K. Coors
                                                   William K. Coors, President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Title/Position Held
Signature                                   with Registrant                                                       Date
/s/ William K. Coors                        Chairman and President                      February 5, 1998
--------------------------------
William K. Coors                            Chief Executive Officer

/s/ Timothy V. Wolf                         Vice President                              February 5, 1998
--------------------------------
Timothy V. Wolf                                      Chief Financial Officer
                                            Principal Financial Officer
                                            Principal Accounting Officer

/s/ Joseph Coors                            Vice Chairman                               February 5, 1998
-----------------------------
Joseph Coors

/s/ Peter H. Coors                          Director                                    February 5, 1998
----------------------------
Peter H. Coors

/s/ Wayne R. Sanders                        Director                                    February 5, 1998
-----------------------------
Wayne R. Sanders

/s/ J. Bruce Llewellyn                      Director                                    February 5, 1998
----------------------------
J. Bruce Llewellyn

/s/ Luis G. Nogales                         Director                                    February 5, 1998
-----------------------------
Luis G. Nogales

/s/ Pamela H. Patsley                       Director                                    February 5, 1998
---------------------------
Pamela H. Patsley
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrators  of the Coors  401(k) Plan for Hourly  Employees  at the Memphis,
Tennessee  Brewery have caused this  Registration  Statement to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Golden,
State of Colorado on February 5, 1998.

COORS 401(k) PLAN FOR HOURLY WORKERS
AT MEMPHIS TENNESSEE BREWERY

By /s/ Timothy V. Wolf
         Name:  Timothy V. Wolf
         Title:    Plan Administrator

#359745
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INDEX TO EXHIBITS

Exhibit
Number                       Description                                     

23.1              Consent of Price Waterhouse LLP

24.1              Powers of Attorney

#359745
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