EXHIBIT 10.2



NOTE:     CONFIDENTIAL TREATMENT HAS BEEN GRANTED BY THE SECURITIES
          AND EXCHANGE COMMISSION FOR PORTIONS OF THIS EXHIBIT



                        SUPPLY AGREEMENT

This Supply Agreement (this "Agreement") is made effective as of
the 1st day of January 1997 by and between Coors Brewing Company
("COORS"), a Colorado corporation with its principal place of
business in Golden, Colorado, and Graphic Packaging Corporation
("GPC"), a Delaware corporation with its principal place of
business in Wayne, Pennsylvania.

Upon execution of this Agreement by representatives of both
parties, this Agreement shall supersede and replace the Supply
Agreement between the parties dated December 28, 1992.

1.0  PURPOSE

     The purpose of this Agreement is to set forth the terms and
     conditions under which GPC will provide to COORS those
     paperboard and paper label and film label packaging
     products: (i) listed on Schedule A, and (ii), provided the
     parties agree upon pricing for such, for new brands to be
     packaged in the COORS Plants (as hereinafter defined) and
     for brand extensions of those COORS' brands currently being
     labeled with, or packaged in, products listed on Schedule A
     , such products described in clauses (i) and (ii) being
     collectively referred to herein as "Products".  Upon any
     paperboard, paper label or film label packaging product
     becoming a "Product" in accordance with clause (ii) of the
     prior sentence, Schedule A shall be automatically amended
     thereafter to include such Product.  Notwithstanding any
     provision to the contrary, COORS agrees that, in the event
     the parties cannot agree as to pricing of a paperboard,
     paper label or film label packaging product in accordance
     with clause (ii) of the first sentence of this Section 1.0,
     COORS shall not enter into an agreement with a third party
     to supply any such product at a price greater than the
     lowest price proposed by GPC to COORS for such product
     without GPC first having the opportunity to supply such
     product at such greater price.
     
2.0  TERM

     This Agreement shall commence on January 1, 1997 and shall
     continue in effect through December 31, 1999 (the "Initial
     Term").  No later than twenty-four months prior to the
     expiration of the Term (as hereinafter defined), the parties
     may agree to extend the remaining term of this Agreement for
     an additional one year term on terms and conditions mutually
     acceptable to the parties (including COORS' satisfaction
     that GPC has made adequate progress toward competitive
     pricing), each such additional one-year term being a
     "Renewal Term" and all Renewal Terms together with the
     Initial Term being referred to jointly as the "Term".  So
     long as the parties are under common control, the annual
     decision of the parties, whether or not to extend the term
     by one year, shall be presented to the board of directors of
     each party for ratification no later than December 31 of
     each year (unless an election not to extend has been made by
     a party and ratified by the board of directors of such party
     in accordance with this Section 2.0 prior to such time), and
     shall not be effective unless (a) in the event of an
     election to extend the Term, such election has been ratified
     by the boards of directors of both parties hereto or (b) in
     the event of an election not to extend the Term, such
     election has been ratified by the board of directors of the
     party electing to not extend the Term.

3.0  QUANTITY AND OPPORTUNITY TO SUPPLY

     3.1  During the Term and except as otherwise provided, COORS
          agrees to purchase and GPC agrees to supply 100% of
          COORS requirements, as such requirements may exist from
          time to time, for Products at its three current
          locations:  Golden, Colorado ("COORS-Golden"), Memphis,
          Tennessee ("COORS-Memphis") and Elkton, Virginia
          ("COORS-Shenandoah" and, together with COORS-Golden and
          COORS-Memphis, the "COORS Plants").  COORS makes no
          representation as to volume requirements for any
          Product hereunder.

     3.2  During the Term, COORS shall provide GPC with a bona
          fide right to compete for all opportunities to supply
          paperboard and paper label and film label packaging
          products that are: (i) not Products or (ii) related to
          the acquisition or construction of new brewing and
          beverage production facilities by COORS, the contract
          brewing of beverages by COORS or the outsourcing to any
          third party by means of contract or license of any
          brewing or packaging by COORS; provided, however, that
          COORS shall be excused from the foregoing if by doing
          so, COORS reasonably believes that it may violate
          commitments to third parties: (a) existing on the date
          hereof, (b) existing at a brewing or beverage
          production facility as of the date COORS acquires such
          brewing or beverage production facilities, or (c)
          existing with such contract brewer or such third party
          as of the date COORS enters into such contract or
          license.  If COORS selects GPC to supply paperboard and
          paper label and film label packaging products pursuant
          to this paragraph, then such products shall become
          Products hereunder.

4.0  CONSIDERATION

     4.1  In consideration for GPC's ongoing performance of its
          obligations pursuant to the terms and provisions set
          forth herein, COORS hereby agrees to pay GPC on an
          ongoing basis for the supply of Products in accordance
          with the pricing schedule set forth on Schedule B
          hereto, incorporated herein by reference (such pricing
          schedule, as amended from time to time in accordance
          with the provisions of this Agreement, being the
          "Pricing Schedule").

     4.2  All invoices for products supplied by GPC to COORS
          pursuant to this Agreement shall be mailed to:

               Coors Brewing Company
               Accounts Payable Department
               P.O. Box 889
               Golden, CO  80402

          Payment terms hereunder shall be *** for invoices
          issued on the 9th day through the 23rd day of any month
          that are paid on or before the 30th day of such month
          (or the last calendar day of such month, if shorter) and
          invoices issued on the 24th day of any month through the
          8th day of the subsequent month that are paid on or
          before the 15th day of such subsequent month.  GPC shall
          mail invoices within 3 days of shipment for items
          other than those set forth on the Pricing Schedule for
          which the payment terms shall be that invoices issued on
          any day of a calendar month shall be paid as billed (without
          discount) on or before the 15th day of the subsequent
          month.  Amounts due and owing by COORS and not paid in
          accordance with the payment terms herein shall accrue
          interest at a rate of ***.  Invoices not billed by GPC
          within 60 days of GPC shipment or performance of
          services shall give COORS the right to not pay such
          invoices as provided in Section 5.6.

     4.3  Except with respect to *** as provided for pursuant to
          Section 4.4, GPC shall be responsible for and ***
          during the Initial Term; provided, however, that with
          respect to any Renewal Term, GPC and COORS shall have
          the right to negotiate amendments to ***.

     4.4  *** of the label paper, paperboard, film, inks and
          resins used in the production of the Products *** and
          the Pricing Schedule shall be adjusted accordingly.
          *** adjustments will be made January 1 and July 1 of
          each year provided that COORS receives written *** no
          later than forty-five days prior to the above review
          dates.

     4.5  ***
     
     
     4.6  GPC and COORS have agreed that GPC's loss, prior to the
          effective date of this Agreement, of approximately ***
          worth of COORS' Slide-12 bottle sleeve purchases has
          resulted in *** of GPC overhead that is not being absorbed
          by COORS' purchases of Products.  To assist *** and
          except as otherwise provided, *** by January 30 following
          the end of each calendar year of the Initial Term ***:

          ***
     
     4.7  GPC and COORS shall initiate a joint benchmarking
          process to identify GPC's competitiveness.  The
          benchmarking process shall take into account the
          present single source supply reality of GPC's patented
          and proprietary processes, the quality and service
          expectations demanded by COORS to supply packaging and
          labels, the prices of Products, technological advances
          by GPC's competitors which may fulfill COORS packaging
          needs, and other relevant factors.  GPC and COORS each
          agree to use its best efforts to mutually establish the
          full parameters of the benchmarking process on an
          annual basis and to commence the benchmarking process
          so established with the objective of creating an annual
          benchmark report by the first business day of July of
          each year of the Term.
          
     4.8  COORS shall reimburse GPC for the reasonable costs
          incurred by GPC for raw materials acquired by GPC for
          the purpose of fulfilling the obligations of GPC
          hereunder in the event that, as a result of changes by
          COORS in specifications or artwork, such materials are
          rendered obsolete.  Obsolete raw material shall be
          valued at its original price.  The determination of any
          amounts to be reimbursed pursuant to this Section 4.8
          and the payment thereof shall be completed within
          3 months of such materials being rendered obsolete.  In
          no event shall the amount of reimbursement for such raw
          materials exceed the corresponding finished goods
          inventory authorized by COORS.
          
     4.9  The parties acknowledge that completing an order for
          any Products of non-promotional sustaining copy will be
          controlled by the minimum/maximum inventory provisions
          of Paragraph 5.4.  Promotional material requirements
          and new artwork conversions will be negotiated on a
          case-by-case basis.  Both parties will do everything
          possible to reach a fair and reasonable range for over
          or under the targeted run quantity.  COORS will use its
          best commercial efforts to provide GPC a promotional
          volume requirement form two weeks prior to the print
          date; provided however, that COORS initiated changes
          within such two-week period may be subject to
          additional charges to COORS in accordance with Section
          4.10.
          
     4.10 The parties acknowledge that under certain conditions
          additional shipping, production or other charges
          related to the Products and not otherwise set forth on
          the Pricing Schedule will be incurred subject to COORS
          prior approval and will subsequently be invoiced to
          COORS.  Certain of such additional charges are set
          forth on the "pricing extras" schedule set forth on
          Schedule C hereto, incorporated herein by reference
          (such pricing extras schedule, as amended from time to
          time in accordance with the provisions of this
          Agreement, being the "Pricing Extras Schedule").  The
          Pricing Extras Schedule shall be subject to good faith
          renegotiation prior to January 1 of each year to take
          effect in such new year; provided, however, that the
          prices set forth in the Pricing Extras Schedule may not
          be changed or amended during the course of any calendar
          year.  Items not covered in the Pricing Extras Schedule
          may be covered in a purchase order separate from this
          Agreement if requested by either COORS or GPC.
          
5.0  DUTIES OF GPC

     5.1  GPC shall supply the Products in accordance with the
          orders of a  COORS Plant Services Designated
          Representative (as defined in Section 8.2), provided
          that sufficient  time for production and delivery is
          given.  If the lead time for any order by COORS is less
          than allowed for in Schedule D hereto, GPC shall inform
          a COORS Plant Services Designated Representative within
          24 hours as to whether or not the delivery can be met.
          GPC will use it best commercial efforts to give
          requests and orders by COORS top priority and to
          fulfill the timetable requested by COORS regardless of
          whether any such request or order allows for normal
          lead times.

     5.2  A GPC Designated Representative (as defined in Section
          8.3) and a representative from each supplying plant of
          GPC shall meet weekly with a COORS Packaging Purchasing
          Designated Representative (as defined in Section 8.1)
          for the purpose of reviewing GPC and COORS inventories
          and current and forecasted requirements of COORS.  GPC
          shall deliver to a COORS Packaging Purchasing
          Designated Representative prior to 8:00a.m. (MST) each
          Tuesday a perpetual inventory, accurate as of the prior
          Sunday, which shall consist of finished goods, in
          transit and work-in-process for all Products at all GPC
          locations.

     5.3  All Products shall be at a quality level which meets or
          exceeds current material specifications of COORS as set
          forth in writing and provided to GPC prior to the date
          hereof (with respect to each Product, the "Material
          Specifications").  Julian dates reflect current artwork
          and are listed on the Artwork Table published by the
          COORS Technical Documents Department, and GPC will be
          required to sign off on all new and revised
          specifications.  GPC shall issue without delay and upon
          request from a COORS Designated Representative (as
          defined in Section 8.2) a returned goods authorization
          (a "Returned Goods Authorization") with respect to any
          Products supplied by GPC that do not meet or exceed the
          Material Specifications, and such Products will be
          returned to GPC if they do not meet or exceed the
          Material Specifications, or if they do not run on the
          COORS' lines for which they are intended following a
          good faith effort by the parties to assign
          responsibility and resolve those instances where it is
          not readily apparent if the Products are within or out
          of specification.  A COORS Designated Representative
          shall make a good-faith effort to obtain a Returned
          Goods Authorization prior to returning any rejected
          Products to GPC.

     5.4  GPC shall maintain finished goods inventories of the
          Products which will not go below two weeks or exceed 12
          weeks based on the weekly requirement schedules
          supplied by COORS.  The requirements of COORS shall be
          made available to GPC in accordance with procedures in
          effect on the date hereof.  Exceptions to the two-week
          minimum, 12-week maximum finished goods inventory for
          the Products shall be considered on a case-by-case
          basis with the involvement of the affected brand
          coordinated by the appropriate COORS Packaging
          Purchasing Designated Representative who shall provide
          approval in writing by means of a written release.  GPC
          must have inventory of finished product available to
          COORS Plants within the time periods provided as
          follows:
     
               (a) if final production point is GPC-Boulder or
               GPC-Golden, then: to COORS-Golden, 2 hours; to
               COORS-Memphis, 72 hours; to COORS-Shenandoah, 96
               hours, or
          
               (b) if final production point is GPC-Lawrenceburg,
               then: to to COORS-Golden, 48 hours; to COORS-
               Memphis, 24 hours; to COORS-Shenandoah, 48 hours.
          
          The parties agree that finished goods do not include
          anything deemed to be work-in-process which includes,
          but is not limited to, film and printed or laminated
          roll stock.

     5.5  GPC shall use its expertise to make recommendations
          which will improve the Products from a quality,
          runability or pricing standpoint.  GPC shall present
          all recommendations in the COORS' Technical Meeting or
          Cost Savings Meeting, and if a conceptual document is
          approved, testing will be conducted and Material
          Specifications revised as required.  Pricing
          documentation shall be submitted to a COORS Packaging
          Purchasing Designated Representative.

          Savings identified from COORS' approved specification
          changes to the Products, the manufacturing processes
          used to make the Products, freight or any other
          associated COORS' approved activities or materials
          shall be passed on to COORS to the extent identified in
          writing by GPC to COORS.

     5.6  Within 60 days after the delivery of Products to COORS
          or within 60 days after a project has been put "on
          hold," GPC shall bill for all costs quoted or otherwise
          incurred.  Failure to bill within the 60 days shall
          result in the right of COORS to refuse payment relating
          to any goods supplied, work-in-progress or services
          received for which payment is sought by such late
          billing.

     5.7  GPC shall pay for all cylinder and flexoplate
          maintenance and for all GPC-initiated changes.  GPC
          shall pay for backup cylinders and flexoplates which
          GPC determines are required.  Subject to Section 6.5,
          GPC shall be responsible for all backup cylinder re-
          etch costs.  As requested, GPC will provide a COORS
          Packaging Purchasing Designated Representative with a
          by-brand update of COORS-owned cylinders and
          flexoplates.  This update will be provided within one
          week of any such request.

     5.8  Written authorization to strip cylinders must be
          obtained from a COORS Designated Representative.  GPC
          will be responsible for all costs associated with
          unauthorized stripping of cylinders.
     
     5.9  During the Term and for a period of three years
          following expiration or termination of this Agreement,
          GPC agrees to maintain its financial information in
          accordance with generally accepted accounting
          principles and practices consistently applied. GPC
          shall grant to COORS, or to others designated by COORS,
          reasonable access to specific accounting records,
          invoices and records of payment with respect to a)
          COORS inventories of finished goods held by GPC and b)
          GPC's suppliers of raw materials and services
          specifically used in Products.
     
6.0  DUTIES OF COORS BREWING COMPANY
          
     6.1  For non-promotional Products, COORS shall  use its best
          commercial efforts to provide a firm two-week Products
          requirement list and an additional ten-week Products
          requirement forecast.  COORS initiated changes within
          such two-week period may be subject to additional
          charges to COORS in accordance with Section 4.10.
     

     6.2  COORS Designated Representatives shall release to GPC
          in writing weekly shipment requirements of each COORS
          Plant for the Products.  The time parameters set forth
          in any such release shall be consistent with the lead
          times to be provided GPC in accordance with Schedule D
          hereto or as otherwise agreed to among the parties.
          Any changes to the weekly shipment requirements of
          COORS subsequent to the release of such requirements to
          GPC shall be made by a COORS Designated Representative.
          COORS shall be responsible for any costs or expenses
          incurred by GPC to revise any supply shipments
          previously sent pursuant to the release of a COORS
          Designated Representative; provided, however, that GPC
          will use its best commercial efforts to keep any such
          costs or expenses to a minimum.

     6.3  With respect to any new Product or revision of an
          existing Product, a COORS Designated Representative
          shall provide GPC with the applicable Material
          Specifications.  Frozen artwork shall be given to GPC
          through the COORS Company/Technical Documents, Quality
          Assurance or Product Managers.  Presentation of frozen
          artwork shall be GPC's authorization to proceed.

          All frozen artwork presented to GPC shall include three
          Fiery thermal outputs, a digital tape/disk and a signed
          checklist sheet.

     6.4  COORS shall provide purchase orders to cover previously
          approved cost estimate expenditures.  These purchase
          orders shall be required prior to GPC making any
          production runs.

     6.5  COORS shall be required to purchase all original
          cylinders.  As set forth in Section 5.7, backup
          cylinders or cylinder sets and cylinder maintenance
          costs, including re-etching of current artwork, shall
          be the responsibility of GPC.  COORS shall be
          responsible for re-etch costs on original and backup
          cylinders and flexoplates resulting from COORS-
          initiated specification changes.  If specification or
          artwork changes require new cylinders or flexoplates,
          COORS shall purchase these through GPC.  All costs for
          cylinders, flexoplates, etching and artwork preparation
          shall be on a pass-through basis with no markup by GPC.
          Appropriate backup will be attached to each GPC invoice
          for cylinders, flexoplates, etching and artwork
          preparation.

     6.6  COORS shall pay for finished goods inventories run by
          GPC at the request of COORS which are not released
          within 12 weeks from the date they were produced.
          These will be referred to as "Billed Not Shipped"
          ("BNS") inventory and will incur a $3.00 per pallet per
          month warehousing charge.

     6.7  COORS shall determine to ship or destroy obsolete or
          BNS inventories within six months from date of
          production.  Exceptions must be negotiated on a case-by-
          case basis; provided, however, storage beyond six
          months will be $10.00 per pallet per month and may be
          stored off site.
     
7.0  SHIPPING TERMS

     Unless specified otherwise, all shipments made pursuant to
     this Agreement shall be made under the terms "FOB shipping
     point, freight prepaid."  The shipping point for all
     Products with a COORS-Golden or Rocky Mountain Bottle
     Company destination shall be Boulder, Colorado, freight
     collect.  The shipping point for all Products, except bottle
     labels and bottle carriers, with a COORS-Memphis or COORS-
     Shenandoah destination shall be Lawrenceburg, Tennessee.
     The shipping point for all bottle carriers and labels (until
     such labels are shipped from GPC-Golden plant) shall be
     Boulder, Colorado.  Any premium freight shipments that are
     to be charged to COORS shall have the prior approval of
     COORS and COORS shall be responsible for any approved
     incremental freight costs.

8.0  DESIGNATED REPRESENTATIVES

     8.1  For purposes of this Agreement, any individual serving
          in the capacity and at the address set forth below
          shall be a "COORS Packaging Purchasing Designated
          Representative:"

          COORS-Golden

          Primary:  Purchasing Projects Manager - Packaging Materials
                    Coors Brewing Company
                    Mail Number BC335
                    Golden, CO 80401

                    Telephone:  (303) 277-6537

          Alternate:     Buyer
                    Coors Brewing Company
                    Mail Number BC335
                    Golden, CO 80401

                    Telephone:  (303) 277-5261 or 277-2888

          Alternate:     Packaging Purchasing Team Manager
                    Coors Brewing Company
                    Mail Number BC335
                    Golden, CO 80401

                    Telephone:  (303) 277-5883

          COORS-Shenandoah

          Primary:  Purchasing Manager
                    Coors Brewing Company - Shenandoah
                    P.O. Box 25
                    Route 4, Highway 340
                    Elkton, VA 22827

                    Telephone:  (703) 289-8138

          Alternate:     Director-Logistics
                    Coors Brewing Company - Shenandoah
                    P.O. Box 25
                    Route 4, Highway 340
                    Elkton, VA 22827

                    Telephone:  (703) 289-8227

          COORS-Memphis

          Primary:  Purchasing Manager
                    Coors Brewing Company - Memphis
                    5151 East Raines Road
                    Mail Number M100
                    Memphis, TN 38118

                    Telephone:  (901) 375-2024

          Alternate:     Finance Director
                    Telephone:  (901) 375-2026

     8.2  For purposes of this Agreement, any individual serving
          in the capacity and at the address set forth below
          shall be a "COORS Plant Services Designated
          Representative" (who, together with each of the COORS
          Packaging Purchasing Designated Representatives, shall
          each be a "COORS Designated Representative"):

          COORS-Golden

          Primary:  Packaging Supplies Analyst
                    Multi-Plant Scheduling Purchasing
                    Coors Brewing Company
                    Mail Number BC110
                    Golden, CO 80401

                    Telephone:  (303) 277-2426

          Alternate:     Packaging Supplies Manager
                    Multi-Plant Scheduling Purchasing
                    Coors Brewing Company
                    Mail Number BC110
                    Golden, CO 80401

                    Telephone:  (303) 277-3277

          COORS-Shenandoah

          Primary:  Critical Materials Analyst
                    Coors Brewing Company - Shenandoah
                    P.O. Box 25
                    Route 4, Highway 340
                    Elkton, VA 22827

                    Telephone:  (703) 289-8086

          Alternate:     Inventory Analyst
                    Coors Brewing Company - Shenandoah
                    P.O. Box 25
                    Route 4, Highway 340
                    Elkton, VA 22827

                    Telephone:  (703) 289-8089

          COORS-Memphis

          Primary:  Inventory Control Analyst
                    Coors Brewing Company - Memphis
                    5151 East Raines Road
                    Mail Number M100
                    Memphis, TN 38118

                    Telephone:  (901) 375-2878

          Alternate:     Plant Services Supervisor
                    Coors Brewing Company - Memphis
                    5151 East Raines Road
                    Mail Number M100
                    Memphis, TN 38118

                    Telephone:  (901) 375-2035

     8.3  For purposes of this Agreement, any individual serving
          in the capacity and at the address set forth below
          shall be a "GPC Designated Representative:"

          COORS-Golden

          Primary:  Account Representative
                    Graphic Packaging Corporation
                    350 Indiana Street, Suite 620
                    Golden, CO 80401

                    Telephone:  (303) 271-0167




          Alternate:     Account Representative
                    Graphic Packaging Corporation
                    350 Indiana Street, Suite 620
                    Golden, CO 80401

                    Telephone:  (303) 271-0103

          Alternate:     Graphic Packaging Corporation - Boulder, CO
                    3825 Walnut Street
                    Boulder, CO 80403

                    Telephone:  (303) 444-4674

                    Graphic Packaging Corporation - Lawrenceburg, TN
                    2006 Liberty Avenue
                    Lawrenceburg, TN 38464

                    Telephone:  (615) 762-6486

9.0  COMMITMENT TO RECYCLING

     GPC understands that COORS places a high priority on being
     able to have its packaging products be 100% recyclable and
     for those same packaging products to be produced from as
     high a percentage of post-consumer, recycled material as is
     possible.  GPC shall use its best commercial efforts,
     including, but not limited to, committing research and
     development funds, to the mutually beneficial effort to
     finding sources and testing materials.

10.0 PERFORMANCE EVALUATION CRITERIA

     A representative from each COORS Plant shall meet with
     representatives from GPC at least once every three months
     (or more frequently as the parties may agree from time to
     time) for a performance review according to criteria and
     format detailed in the Supplier Quality Management Program,
     Coors Brewing Company, a copy of which has been supplied to
     GPC prior to the date hereof.

11.0 INSPECTION

     COORS may, at its option, inspect and test any Products
     ordered hereunder at any time and place to the extent
     practicable, including during the period of manufacturer and
     prior to delivery.  GPC agrees to permit reasonable access
     to its facilities during normal business hours for such
     inspections and test; provided, however, that COORS shall
     not materially interfere with the operations of GPC during
     the course of any such inspections or tests.  All Products
     shall be received subject to final inspection by COORS
     within a commercially reasonable time.  GPC must obtain
     COORS' written consent prior to shipment if GPC desires
     other inspection arrangements.  The inspection, testing,
     approval or acceptance by COORS of any Products provided
     hereunder shall not relieve GPC of its obligations with
     respect thereto.



12.0 EARLY TERMINATION

     12.1 Notwithstanding any other provision of this Agreement,
          either party may terminate this Agreement upon (a) a
          breach of any term of this Agreement by the other party
          if such breach is not cured or remedied in accordance
          with Section 13.1; (b) the entry of a decree or order
          by a court for relief in respect of the other party
          under bankruptcy or similar laws or the appointment of
          a custodian, receiver, liquidator, assignee, trustee,
          sequestrator (or other similar official) of or for the
          other party or any substantial part of its property; or
          (c) the commencement by the other party of a voluntary
          case under bankruptcy or similar laws, or the consent
          or acquiescence by the other party to the filing of any
          such petition or to the appointment of or taking
          possession by a custodian, receiver, liquidator,
          assignee, trustee, sequestrator (or other similar
          official) of such other party or any substantial part
          of its property, or the making by it of an assignment
          for the benefit of creditors.

     12.2 No termination of this Agreement shall relieve COORS
          from paying amounts due for Products produced by GPC
          prior to such termination to the extent such Products
          are produced in accordance with the provisions hereof,
          which amounts will become immediately due and payable
          upon any termination of this Agreement.

13.0 BREACH AND CURE; EXCUSABLE DELAYS

     13.1 In the event that any party believes the other party is
          in breach of the terms hereof, it shall provide written
          notice of such purported breach describing such breach
          with particularity (in fact and in legal impact) and
          the purported breaching party shall be granted 30 days
          from its actual receipt of such notice to cure said
          breach if it concurs that the acts or omissions
          described in the notice do constitute breach, in which
          case the breach shall be deemed to have never occurred.
          If, pursuant to Section 22.0, it is determined that (a)
          any action or inaction of the purported breaching party
          in fact constitutes a breach of the terms hereof and
          (b) such purported breaching party had bona fide
          grounds to challenge the accusation of such breach,
          then the breaching party shall have 15 days from the
          date of such determination to cure said breach and if
          so cured by the breaching party the breach shall be
          deemed to have never occurred.

     13.2 Upon written notice to the other party, COORS or GPC
          may suspend performance hereunder in the event of war,
          fire, labor difficulties, acts of God and other forces
          which are beyond the control of the parties affected.
          If the event causing the suspension of performance
          causes GPC to be unable to supply packaging products
          ***, COORS may immediately pursue ***; provided, however,
          that upon written request of GPC (to be supplied within
          24 hours of notification pursuant to this Section 13.2)
          whereby GPC undertakes *** COORS for the *** the prices
          set forth on the Pricing Schedule (or otherwise used in
          the ordinary course of dealings between COORS and GPC
          immediately prior to such suspension) ***, COORS shall
          not *** (it being understood that not less than 15 days
          prior to the end of *** or any ***, GPC must reaffirm
          such undertakings for any then subsequents 90 day period);
          and further provided, however, that the rights and
          obligations of GPC and COORS shall resume upon the later
          to occur of i) GPC informing COORS that GPC is capable of
          full performance hereunder and ii) the earliest opportunity
          that *** (including the election of GPC ***.  This Section
          13.2 may be applied on a Product specific basis when
          applicable.  Notwithstanding anything to the contrary, COORS
          shall have the right to *** with respect to any Product or
          Products, effective on a date it shall designate, if after
          180 days following its notice of suspension under this
          Section 13.2, GPC has not informed COORS that GPC is
          capable of full performance with respect to such Product
          or Products hereunder.


14.0 WARRANTIES

     14.1 TITLE

          GPC warrants good title to all Products furnished to
          COORS by GPC.  This warranty of title shall continue
          without limitation as to time.  If any failure to
          comply with this warranty appears at any time, GPC
          shall defend the sale of the Products at issue against
          all and every person or persons whomsoever and shall
          indemnify and save COORS harmless from and against any
          losses, damages, expenses and liabilities of every kind
          arising out of such failure.

     14.2 DESIGN

          Where GPC, under this Agreement is to furnish, or is
          responsible for, the design for any Products or for a
          process, GPC guarantees that the same shall meet the
          performance requirements specified therefor in this
          Agreement.

     14.3 GOODS

          GPC warrants that all Products will be free from
          defects in materials and workmanship, will conform to
          applicable Material Specifications, will be
          merchantable and will be fit for the purpose for which
          they were made, advertised or intended.  Unless
          otherwise provided herein, GPC warrants all Products
          for a period of six months from the date of production;
          provided, however, that any warranty provided under
          this Section 14.3 shall be based on, and adjudged
          pursuant to, the Material Specifications applicable to
          the Product in question at the time such Product was
          produced.  These warranties are in addition to all
          other express or implied warranties required by law.
          All warranties shall survive acceptance and payment and
          shall run to COORS and its customers.  COORS shall not
          be required to obtain GPC's permission to return any
          Products to GPC which are not in conformity with this
          warranty; provided, however, that a COORS Designated
          Representative shall make a good-faith effort to obtain
          a Returned Goods Authorization prior to returning
          non-conforming Products to GPC.

          Products not manufactured or supplied in conformity to
          COORS' Material Specifications may, at COORS' option:
          (a) be retained at an equitable adjustment in price, or
          (b)  be returned for replacement, correction, credit or
          refund.  GPC shall not ship replacement Products or
          repaired Products to COORS unless expressly requested
          and authorized by COORS.  All returns, replacements and
          corrections resulting from nonconforming Products
          pursuant to this Section 14.3 shall be at GPC's
          expense, including all labor, materials, repair
          service, transportation and other necessary charges.
          GPC assumes all risk of loss or damage to goods
          returned by COORS while such goods are in transit.

15.0 INDEMNIFICATION

     15.1 GPC shall, at its expense, hold harmless and defend
          COORS against any claim or action for the infringement
          of any patent, copyright or trademark by GPC and shall
          indemnify COORS against all damages, costs and expenses
          arising from such alleged infringement by reason of the
          manufacture, sale or the use of the Products.  COORS
          agrees to give GPC prompt notice in writing of any such
          claim or action for infringement and full opportunity
          to conduct the defense thereof.  Upon such notice GPC
          shall, at its expense, either procure for COORS the
          right to continue using the Products, replace same with
          noninfringing goods, or modify same so they become
          noninfringing.  Said replacement or modification shall
          be acceptable to COORS.  At COORS' election, GPC shall
          remove the Products and refund the purchase price,
          including transportation costs thereof.
     
     15.2 COORS shall, at its expense, hold harmless and defend
          GPC against any claim or action for the infringement of
          any copyright or trademark of COORS incorporated or
          otherwise used in the artwork or other Material
          Specifications to be conformed with or reproduced by
          GPC in the production of any Product and shall
          indemnify and hold harmless GPC against all damages,
          costs and expenses arising from such alleged
          infringement by reason of the manufacture, supply, sale
          or use of any Product.  GPC agrees to give COORS prompt
          notice in writing of any such claim or action for
          infringement and full opportunity to conduct the
          defense thereof.  Upon such notice, COORS shall, at its
          expense, either procure for GPC the right to continue
          to produce the Products using the artwork or applying
          the Material Specifications in question or instruct GPC
          to modify such artwork or Material Specifications so as
          to cause the applicable Products to become
          noninfringing.  The cost of any modification to a
          Product in accordance with this Section 15.2, both at
          the time of such modification and going forward to the
          extent there are ongoing costs, shall be at the sole
          expense of COORS or may be otherwise rejected by GPC.

     

16.0 COMPLIANCE

     16.1 GPC warrants that the facilities used and processes
          employed in the manufacture and delivery of the
          Products provided hereunder comply with all applicable
          federal, state, local or agency laws or regulations.
          GPC agrees to indemnify and hold COORS harmless for any
          expenses, including legal fees and fines, resulting
          from GPC failure to comply with said laws or
          regulations.

     16.2 COORS warrants that all artwork and Material
          Specifications with respect to each Product complies
          with all applicable federal, state, local or agency
          laws or regulations.  COORS agrees to indemnify and
          hold GPC harmless for any expenses, including legal
          fees and fines, resulting from the failure of such
          artwork or Material Specifications to comply with such
          laws or regulations.
     
17.0 EQUAL OPPORTUNITY

     If this Agreement is subject to the regulations of the Office
     of Federal Contract Compliance Programs and Executive
     Orders 11246 and 11758 as amended, the Equal Opportunity
     Regulations at 41 CFR Subsection 601.4 and Affirmative Action
     Regulations at 41 CFR Subsections 250.4 and 741.4 are
     incorporated herein by reference, and GPC shall comply with
     all the requirements of these regulations in performing
     hereunder.

18.0 ASSIGNMENT

     Except in the case of a merger, consolidation or sale of all
     or substantially of the capital stock or assets of COORS or
     GPC, neither COORS nor GPC shall have the right or power to
     assign or subcontract its rights or obligations hereunder
     without the express written consent of the other party  Any
     attempt to do so without such consent shall be null and void
     and shall give the non-consenting party the right to cancel
     and terminate this Agreement.  In the event consent is
     properly given, the provisions of this Agreement shall bind
     and benefit the parties hereto and their representatives,
     successors and assigns.

19.0 WAIVER

     No waiver, amendment or modification of any of the
     provisions of this Agreement shall be binding on COORS or
     GPC unless evidenced by a written amendment duly signed by
     COORS and GPC.

20.0 TAXES

     All prices set forth on the Pricing Schedule and the Extras
     Pricing Schedule are exclusive of taxes, which shall be
     added to the cost of all Products supplied hereunder in
     accordance with applicable federal, state and local tax
     regulations and provisions.

21.0 GOVERNING LAW AND VENUE

     This Agreement shall be deemed to have been made and
     accepted in Jefferson County, Colorado, and the laws of the
     State of Colorado shall govern this Agreement and any
     interpretations or constructions thereof.

22.0 DISPUTES

     Except as otherwise provided, any dispute, claim or
     controversy arising out of or relating to this Agreement or
     the breach, termination or validity thereof, including but
     not limited to any disagreement or impasse regarding
     negotiations over pricing adjustments or amounts due and
     owing in accordance with Section 4.3, 4.4, 4.5, 4.6 or 4.10,
     shall be resolved in accordance with the procedures set
     forth in this Section 22.0.  These procedures shall be the
     sole and exclusive process for the resolution of any such
     dispute.

     If the parties are unable to resolve any disagreement or
     dispute, either party may refer the matter to the Chief
     Executive Officers (the "CEO") of the other party by giving
     the other party written notice ("NOTICE").  Within 20 days
     after delivery of NOTICE, the CEO of both parties shall meet
     at a mutually acceptable time and place to exchange relevant
     information and to attempt to resolve the dispute.  if the
     matter has not been resolved within 45 days after delivery
     of NOTICE, or if the CEO fail to meet within 20 days after
     delivery of NOTICE, either party may initiate mediation and,
     if applicable, arbitration proceedings as set forth herein.
     
     All negotiations pursuant to this clause are confidential
     and shall be treated as compromise and settlement
     negotiations for purposes of the Federal Rules of Evidence
     and State Rules of Evidence.

     In the event a dispute exists between COORS and GPC and the
     respective CEOs are unable to resolve the dispute, the
     parties agree to participate in a nonbinding mediation
     procedure as follows:

     A mediator will be selected by having counsel for each party
     agree on a person to act as mediator.  The parties' counsel
     as well as the CEO's of each party and not more than two (2)
     other participants from each party will appear before the
     mediator at a time and place determined by the mediator, but
     not more than sixty (60) days after delivery of NOTICE.  The
     fees of the mediator or other costs of mediation will be
     shared equally by the parties.

     Each party's counsel will have 45 minutes to present a
     review of the issue and argument before the mediator.  After
     each counsel's presentation, the other counsel may present
     specific counter-arguments not to exceed 10 minutes.  The
     45-minute and 10-minute periods will be exclusive of the
     time required to answer questions from the mediator or
     attendees.

     After both presentations, the CEO may ask questions of the
     other side.  At the conclusion of both presentations and the
     question periods, the CEO and their counsels will meet
     together to try and resolve the dispute.  The length of the
     meeting will be as agreed between the parties.  Either party
     may abandon the procedure at the end of the presentations
     and question periods if it feels it is not productive to go
     further.  This mediation procedure is not binding on either
     party.

     The duties of the mediator are to be sure that the above set-
     out time periods are adhered to and to ask questions so as
     to clarify the issues and understanding of the parties.  The
     mediator may also offer possible resolutions of the issue
     but has no duty to do so.

     After applying the mediation procedure set forth above, or if
     either party refuses to take part in the mediation process,
     the parties hereby agree to submit all controversies, claims
     and mattes of difference that are unresolved to arbitration
     in Denver, Colorado,, according to the rules and practices of
     the American Arbitration Association from time to time in
     force, except that insofar as such rules and practices are
     unenforceable under or directly supplemented by the Colorado
     Rules of Civil Procedure or any other provisions of Colorado
     law then in force, such Colorado rules and provisions shall
     govern.  This submission and agreement to arbitrate shall be
     specifically enforceable.  Arbitration may proceed in the
     absence of either party if notice of the proceedings has been
     given to such party.  The arbitrators are not empowered to
     award damages in excess of compensatory damages, and each
     party hereby irrevocably waives any damages in excess of
     compensatory damages.  The parties agree to abide by all
     awards rendered in such proceedings.  Such awards shall be
     final and binding on all parties to the extent and in the
     manner provided by the Colorado Rules of Civil Procedure.
     All awards may be filed with the clerk of one or more courts,
     state or federal, having jurisdiction over the party against
     whom such award is rendered or such party's property, as a
     basis of judgment and of the issuance of execution or its
     collection.

23.0 AMENDMENTS

     This Agreement may not be amended except in writing properly
     executed by the parties hereto.  Except as specifically
     amended, this Agreement shall remain in full force and
     effect.
     
24.0 RISK OF LOSS
     
     GPC shall bear the risk of loss on rejected goods after
     receipt of notice or rejection from COORS.  If risk of loss
     passes at the shipping point and if GPC fails to label, pack
     or load the goods in an appropriate manner or to ship in the
     manner directed by COORS, GPC shall reimburse COORS for any
     loss, liability or claim resulting therefrom.

25.0 CONFIDENTIAL INFORMATION

     25.1 Any specifications, drawings, business or technical
          information that may be furnished or disclosed to
          either party in conjunction with this Agreement or that
          either party may be exposed to as a result of entering
          the property of the other while acting or performing
          pursuant to the terms of this Agreement shall be kept
          confidential, shall not be used for other purposes and
          shall be returned to the owner or originator thereof at
          such party's request.

     25.2 So long as this Agreement is in effect, without the
          prior consent of the other party, which may be withheld
          for any reason or no reason at the sole discretion of
          that party, neither COORS nor GPC shall, nor shall
          either of them permit their respective affiliates to,
          issue or cause the publication of any press release or
          other public statement or announcement of any nature
          with respect to this Agreement (including the existence
          hereof) or the transactions contemplated hereby except
          as may be required by law or by obligations pursuant to
          any listing agreement with a national securities
          exchange.  If either COORS or GPC is required by law or
          obligation pursuant to any applicable listing agreement
          to disclose any information with respect to this
          Agreement or the transactions contemplated hereby, such
          party shall provide the other party with prompt notice
          of such required disclosure.

26.0 INSURANCE

     Both parties shall purchase and maintain during the
     performance of this Agreement at least the following types
     of insurance and minimum coverages:
     
     A)   Comprehensive General Liability Insurance with a
     combined single limit, including bodily injury and property
     damage, of $1,000,000 per occurrence;
     
     B)   Automobile Liability Insurance with a combined single
     limit, including bodily injury and property damage, of
     $1,000,000 per occurrence;
     
     C)   Statutory Workers' Compensation and Occupational
     Disease Disability Insurance;
     
     D)   Employers Liability Insurance with a limit of $500,000
     per occurrence.
     
     Notwithstanding the above requirements, either party may
     self-insure item C above.  In the event of any material
     changes to either party's existing coverages, that party
     shall furnish to the other party evidence of such insurance
     coverage in the form of Certificates of Insurance, together
     with evidence that the insurance carrier has assumed the
     liability of the other party hereunder by way of contractual
     liability coverage provided either under a properly executed
     Assumption of Contractual Liability endorsement, a properly
     executed Broad Form Liability endorsement, or by a
     Certificate of Contractual Liability Insurance.  All
     Certificates of Insurance shall provide that the other party
     shall be given at least 30 days written notice prior to any
     material change, substitution or cancellation prior to the
     stated expiration date.  With regard to items A and B above,
     all insurance policies shall be "occurrence" policies rather
     than "claims-made" policies.

     
27.0 INDEPENDENT CONTRACTOR

     The parties expressly understand and agree that GPC is
     acting as an independent contractor unrelated to COORS or
     its subsidiaires or affiliates.  GPC shall be solely
     responsible for the supervision, control and direction of
     its employees, servants, agents, or subcontractors
     performing work under this Agreement.  GPC shall be
     responsible for paying its employees, agents, servants, or
     subcontractors; for witholding any and all required filing
     and payments for income atxes, unemployment taxes and social
     security taxes; and for all benefit payments and programs.
     Nothing in this Agreement is intended to create a
     relationship, express or implied, of employer/employee or
     principal/agent or master/servant between COORS and GPC or
     between COORS and any of GPC's employees, agents, servants,
     or subcontractors.  GPC shall not incur any expense or
     obligation or make any representations or warranties to
     third parties binding upon or in the name of COORS or any of
     COORS' subsidiaries or affiliates.

     In this section, COORS shall mean COORS and its subsidiaries
     and affiliated companies and their respective officers,
     agents, representatives and employees. GPC shall mean GPC
     and its subsidiaries and affiliated companies and their
     respective officers, agents, representatives and employees.


28.0 ENTIRE AGREEMENT

     These terms and conditions, together with any other terms
     stated in any Order Releases issued by COORS pursuant to
     this Agreement and in any referenced attachments, constitute
     the entire agreement and shall terminate and supersede all
     prior oral or written agreements, including that certain
     Blanket Supply Agreement dated December 22, 1992, between
     COORS and GPC for this Transaction.  GPC's acceptance of
     orders from COORS is expressly conditioned on GPC's
     acceptance of the terms and conditions stated herein.  COORS
     hereby notifies GPC of its objection to any additional or
     different terms proposed by GPC in connection with this
     Agreement.

29.0 COUNTERPARTS

     This Agreement may be executed in counterparts, all of which
     shall be considered one and the same agreement and shall
     become effective when two or more counterparts have been
     signed by both of the parties and delivered to the other
     party.

30.0 HEADINGS

     The headings contained in this Agreement are for reference
     only and shall not affect in any way the meaning or
     interpretation of this Agreement.

31.0 SEVERABILITY

     Any provision of this Agreement which is invalid, illegal or
     unenforceable in any jurisdiction shall, as to that
     jurisdiction, be ineffective to the extent of such
     invalidity, illegality, or unenforceability, without
     affecting in any way the remaining provisions hereof in such
     jurisdiction or rendering that or any other provision of
     this Agreement invalid, illegal or unenforceable in any
     other jurisdiction.

                    [SIGNATURE PAGE FOLLOWS]


BY SIGNING BELOW, both parties hereto accept this Agreement.

COORS BREWING COMPANY         GRAPHIC PACKAGING CORPORATION


By:/s/ W. Leo Kiely III         By:/s/ David H. Hofmann
      W. Leo Kiely III              David H. Hofmann
Title:  President & Chief       Title:  President & Chief
          Operating Officer               Executive Officer

Date:  February 14, 1997        Date:  February 14, 1997



***  Confidential portions omitted and filed separately with the
     Securities and Exchange Commission.


                           SCHEDULE A


CAN PACKAGES - COMPOSIPAC

COORS ORIGINAL
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
18-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
24-PACK TWIN STACK CAN SLEEVE - GOLDEN
30-PACK TWIN STACK CAN SLEEVE - GOLDEN
24 T.S. DIVIDER - GOLDEN
30 T.S. DIVIDER - GOLDEN

COORS ORIGINAL I.S.
12-PACK CAN SLEEVE - MEMPHIS

COORS LEGEND
6-PACK CAN WRAP - GOLDEN
12-PACK CAN WRAP - GOLDEN
24-PACK CAN WRAP - GOLDEN
12 OZ. LNNR BOTTLE CARRIERS - GOLDEN
12 OZ. AUSTRALIA BOTTLE CARRIER - GOLDEN
12 OZ. AUSTRALIA BODY LABELS - GOLDEN
12 OZ. AUSTRALIA NECK LABELS - GOLDEN

COORS LIGHT
6-PACK CAN WRAP - GOLDEN/MEMPHIS/SHENANDOAH
12-PACK CAN SLEEVE - GOLDEN/MEMPHIS/SHENANDOAH
18-PACK CAN SLEEVE - GOLDEN/SHENANDOAH
24-PACK FLAT CAN SLEEVE - GOLDEN/MEMPHIS/SHENANDOAH
24-PACK TWIN STACK CAN SLEEVE - GOLDEN/SHENANDOAH
30-PACK TWIN STACK CAN SLEEVE - GOLDEN/SHENANDOAH
10 OZ. 12-PACK CAN SLEEVE - MEMPHIS
10 OZ. 24-PACK CAN SLEEVE - MEMPHIS
24 T.S. DIVIDER - GOLDEN/SHENANDOAH
30 T.S. DIVIDER - GOLDEN/SHENANDOAH

COORS LIGHT I.S.
12-PACK CAN SLEEVE - MEMPHIS

EXTRA GOLD
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
15-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN
30-PACK TWIN STACK CAN SLEEVE - GOLDEN
30 T.S. DIVIDER - GOLDEN



CAN PACKAGES - COMPOSIPAC

KEYSTONE
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN

KEYSTONE LIGHT
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
18-PACK CAN SLEEVE - GOLDEN/SHENANDOAH
24-PACK FLAT CAN SLEEVE - GOLDEN
30-PACK TWIN STACK CAN SLEEVE - GOLDEN
30 T.S. DIVIDER - GOLDEN

KEYSTONE ICE
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN

KEYSTONE DRY
6-PACK CAN WRAP - GOLDEN
12-PACK CAN SLEEVE - GOLDEN

CUTTER
6-PACK CAN WRAP - MEMPHIS
12-PACK CAN SLEEVE - MEMPHIS
24-PACK FLAT CAN SLEEVE - MEMPHIS

KILLIAN RED
6-PACK CAN WRAP - GOLDEN/SHENANDOAH

ZIMA
6-PACK CAN WRAP - MEMPHIS

ZIMA BERRY
6-PACK CAN WRAP - MEMPHIS

ZIMA CITRUS
6-PACK CAN WRAP - MEMPHIS

ARTIC ICE
12-PACK CAN SLEEVE - GOLDEN
24-PACK FLAT CAN SLEEVE - GOLDEN



BOTTLE PACKAGES - NON-COMPOSIPAC

COORS ORIGINAL
CONVENIENCE BOTTLE CARRIER - GOLDEN
LNNR BOTTLE CARRIER - GOLDEN
16 OZ. 4-PACK BOTTLE CARRIER - GOLDEN
BASEBALL BAT BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
16 OZ. LABELS - GOLDEN
22/24 OZ. LABELS - MEMPHIS
32 OZ. LABELS - GOLDEN
40 OZ. LABELS - GOLDEN
W/M NECK LABELS - GOLDEN

COORS LIGHT
CONVENIENCE BOTTLE CARRIER - GOLDEN/MEMPHIS/SHENANDOAH
LNNR BOTTLE CARRIER - GOLDEN/MEMPHIS/SHENANDOAH
7 OZ. BOTTLE CARRIER - MEMPHIS
16 OZ. 4-PACK BOTTLE CARRIER - GOLDEN/MEMPHIS
BASEBALL BAT BOTTLE CARRIER - GOLDEN/MEMPHIS
12 OZ. BODY LABELS - GOLDEN/MEMPHIS/SHENANDOAH
12 OZ. NECK LABELS - GOLDEN/MEMPHIS/SHENANDOAH
7 OZ. LABELS - MEMPHIS
16 OZ. LABELS - GOLDEN/MEMPHIS
22/24 OZ. LABELS - MEMPHIS
32 OZ. LABELS - GOLDEN/MEMPHIS
40 OZ. LABELS - GOLDEN/MEMPHIS
W/M NECK LABELS - GOLDEN/MEMPHIS

EXTRA GOLD
CONVENIENCE BOTTLE CARRIER - GOLDEN
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
32 OZ. LABELS - GOLDEN
40 OZ. LABELS - GOLDEN
W/M NECK LABELS - GOLDEN

KEYSTONE LIGHT
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
32 OZ. LABELS - GOLDEN



BOTTLE PACKAGES - NON-COMPOSIPAC

CUTTER
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS

KILLIAN RED
LNNR BOTTLE CARRIER - GOLDEN/SHENANDOAH
12 OZ. BODY LABELS - GOLDEN/SHENANDOAH
12 OZ. NECK LABELS - GOLDEN/SHENANDOAH
22/24 OZ. LABELS - MEMPHIS

KILLIAN BROWN
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN

KILLIAN HONEY
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
22/24 OZ. BODY LABELS - MEMPHIS

ZIMA
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS
22/24 OZ. LABELS - MEMPHIS
8 OZ. 4-PACK BOTTLE CARRIER - MEMPHIS
8 OZ. BODY LABELS - MEMPHIS
8 OZ. NECK LABELS - MEMPHIS
12 OZ. JAPAN BODY LABELS - MEMPHIS
12 OZ. JAPAN NECK LABELS - MEMPHIS

ZIMA BERRY
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS

ZIMA CITRUS
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS - MEMPHIS



BOTTLE PACKAGES - NON-COMPOSIPAC

ARTIC ICE
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN

COORS DRY
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN

WINTERFEST
12 OZ. LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABEL - GOLDEN
12 OZ. NECK LABEL - GOLDEN

HERMAN JOSEPHS
LNNR BOTTLE CARRIER - GOLDEN
12 OZ. BODY LABELS - GOLDEN
12 OZ. NECK LABELS - GOLDEN
22 OZ. BODY LABELS - GOLDEN

MEMPHIS BROWN
LNNR BOTTLE CARRIER - MEMPHIS
12 OZ. BODY LABELS - MEMPHIS
12 OZ. NECK LABELS- MEMPHIS




                           SCHEDULE B
                      COORS BREWING COMPANY
                     JANUARY 1997 PRICE LIST

                         1997 SALES PRICE         BASE PRICING
PACKAGE                  PER THOUSAND             RUN QUANTITY
                            
6 - PACKS                      ***                     ***
     LIGHT 
     ORIGINAL COORS
     LEGEND
     EXTRA GOLD
     KEYSTONE
     KEYSTONE LIGHT
     KEYSTONE ICE
     CUTTER
     KILLIAN RED
     ZIMA


12 - PACKS                     ***                    ***                  
     LIGHT
     LIGHT I/S
     LIGHT 10 OZ.
     ORIGINAL COORS
     ORIGINAL COORS I/S
     LEGEND
     EXTRA GOLD
     KEYSTONE
     KEYSTONE LIGHT
     KEYSTONE DRY
     KEYSTONE ICE
     CUTTER
     ARTIC ICE
     


15 - PACKS                      ***                   ***
     EXTRA GOLD


18 - PACKS                      ***                   ***
     LIGHT
     ORIGINAL COORS
     KEYSTONE LIGHT


24 - PACKS FLAT                 ***                   ***
     LIGHT
     ORIGINAL COORS
     LEGEND
     EXTRA GOLD
     KEYSTONE
     KEYSTONE LIGHT
     KEYSTONE ICE
     CUTTER
     ARTIC ICE


24 - PACKS TWIN-STACK           ***                   ***
     LIGHT
     ORIGINAL COORS
     DIVIDER - PLAIN
     DIVIDER - WITH PRINTING


30 - PACKS                      ***                   ***
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD
     KEYSTONE LIGHT
     DIVIDER - PLAIN


12 OZ. LNNR BOTTLE CARRIERS     ***                   ***
     LIGHT
     ORIGINAL COORS
     LEGEND
     EXTRA GOLD
     COORS DRY
     KEYSTONE LIGHT
     CUTTER
     KILLIAN RED
     KILLIAN BROWN
     KILLIAN HONEY
     ZIMA
     ZIMA CITRUS OR BERRY
     ARTIC ICE
     HERMAN JOSEPHS
     MEMPHIS BROWN
     WINTERFEST
     BLANK


12 OZ. CONVENIENCE BOTTLE CARRIERS    ***             *** 
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD



7 OZ. BOTTLE CARRIERS           ***                   ***
     LIGHT

8 OZ. 4 - PACK BOTTLE CARRIERS  ***                   ***
     ZIMA

16 OZ. 4 - PACK BOTTLE CARRIERS ***                   ***
     LIGHT
     ORIGINAL COORS

BASEBALL BAT BOTTLE CARRIERS    ***                   ***
     LIGHT
     ORIGINAL COORS

12 OZ. BODY LABELS              ***                   ***
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD
     COORS DRY
     KEYSTONE LIGHT
     CUTTER
     KILLIAN RED
     KILLIAN BROWN
     KILLIAN HONEY
     ZIMA
     ZIMA CITRUS OR BERRY
     ARTIC ICE
     HERMAN JOSEPHS
     MEMPHIS BROWN
     WINTERFEST

12 OZ. NECK LABELS               ***                  ***
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD
     COORS DRY
     KEYSTONE LIGHT
     CUTTER
     KILLIAN RED
     KILLIAN BROWN
     KILLIAN HONEY
     ZIMA
     ZIMA CITRUS OR BERRY
     ARTIC ICE
     HERMAN JOSEPH
     MEMPHIS BROWN
     WINTERFEST

7 OZ. LABELS                     ***                  ***
     LIGHT BODY
     LIGHT NECK

8 OZ. LABEL                      ***                  ***
     ZIMA BODY

16 OZ. BODY LABELS               ***                  ***
     LIGHT
     ORIGINAL COORS

22 OZ. & 24 OZ. LABELS           ***                  ***
     LIGHT
     ORIGINAL COORS
     ZIMA BODY
     ZIMA NECK
     KILLIAN RED
     HERMAN JOSEPHS

QUART BODY LABELS                ***                  ***
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD
     KEYSTONE LIGHT

40 OZ. BODY LABELS               ***                  ***
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD

WIDEMOUTH NECK LABELS            ***                  ***
     LIGHT
     ORIGINAL COORS
     EXTRA GOLD


***  Confidential portions omitted and filed separately with the
     Securities and Exchange Commission.



                           SCHEDULE C
                         PRICING EXTRAS

ITEM                                    COST

Over-the-road freight versus            ***
standard piggyback trailers.

***

Freight costs for cylinders.            ***

Obsolete raw material.                  ***

Obsolete finished product.              ***

Expedited artwork preparation and       ***
proofing costs to meet the target
date.


BRIDGE RUNS/MAKE-READIES

Print runs below the base quantities listed on Schedule B may be
subject to Make-Ready charges in the following amount:

          6 - Packs                     ***
          12 - Packs
          15 - Packs
          18 - Packs
          24 - Packs Flat
          24 - Packs Twin Stack
          30 - Packs Twin Stack
          Bottle Cariers
          Labels

     ***


MIX LOAD HANDLING FEES       ***


***  Confidential portions omitted and filed separately with the
     Securities and Exchange Commission.



                        SCHEDULE D
  REQUIRED LEAD TIMES FOR PRODUCTION, SHIPPING OR CHANGES
                            
EVENT                         NORMAL LEAD TIME REQUIRED

Delivery of finished goods    GPC shall deliver finished
                              goods to COORS in accordance
                              with the time parameters set
                              forth in Section 5.4.
                            
New Graphics with existing    Straight-Line Graphics:
Product types and material    (i.e., maintenance, promotional
specifications.  (For         snipe-primary or secondary)
purposes of providing       
guidelines only.              *** from receipt of COORS
Deviations from these         frozen final art to GPC.  ***
guidelines will be            to print, finish and ship to
necessary from time to time   COORS.
and will be negotiated on a 
case-by- case basis.)
                              Process Graphics/Converted
                              Graphics:
                              ***  from receipt of COORS
                              frozen final art to GPC.
                              (Three fiery thermal outputs
                              must accompany any digital
                              tapes along with transparencies
                              or color keys from reference.)
                              ***  to print, finish and ship
                              to COORS.
                            
                              Labels:
                              ***  from receipt of COORS
                              frozen final art to GPC.  ***
                              to print, finish and ship to
                              COORS.
                            
                              Any changes or short lead times
                              will result in additional costs
                              to expedite delivery. GPC will
                              make best efforts to define
                              those additional costs prior to
                              final COORS decision.
                            
Repeat orders on existing     Availability is ***  from
Products where COORS'         receipt of order.
requirements exceed
inventory levels covered in
Section 5.4.

***  Confidential portions omitted and filed separately with the
     Securities and Exchange Commission.