Schedule 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 02 )*


The Boston Beer Company, Inc.
(Name of Issuer)


Class A Common Stock
(Title of Class of Securities)


100557107
(CUSIP Number)


Calendar Year 2005
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[ ]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[ X ]  Rule 13d-1(d)
 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




SCHEDULE 13G
CUSIP No. 100557107

  1. Names of Reporting Persons.
Martin F. Roper
I.R.S. Identification Nos. of above persons (entities only).

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [    ]       (b)  [ X ]

  3. SEC USE ONLY

  4. Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
5. Sole Voting Power
543,119

6. Shared Voting Power
0

7. Sole Dispositive Power
529,668

8. Shared Dispositive Power
0

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
543,119

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]

  11. Percent of Class Represented by Amount in Row (9)
5.2%

  12. Type of Reporting Person
IN


         


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Item 1.

 

(a)

Name of Issuer

         The Boston Beer Company, Inc.

 

(b)

Address of Issuer's Principal Executive Offices

75 Arlington Street
Boston, MA 02116


Item 2.

 

(a)

Name of Person Filing

Martin F. Roper

 

(b)

Address of Principal Business Office or, if none, Residence

75 Arlington Street
Boston, MA 02116

 

(c)

Citizenship

U.S.A.

 

(d)

Title of Class of Securities

Class A Common Stock

 

(e)

CUSIP Number

100557107


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[    ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[    ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[    ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[    ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[    ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.

 

(a)

Amount beneficially owned:

         As of December 31, 2005, Mr. Roper owned no shares of the Issuer's Class A Common Stock directly, but (i) had the right to acquire 523,323 shares of the Issuer's Class A Common Stock upon the exercise of stock options which were vested as of December 31, 2005 or which would vest within 60 days thereof; (ii) would recieve 6,345 shares of the Issuer's Class A Common Stock upon the vesting of certain restricted stock grants within 60 days of December 31, 2005; and (iii) had the right to vote an additional 19,796 unvested shares received in restricted stock grants.

 

(b)

Percent of class:

         5.2%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

         543,119

 

 

(ii)

Shared power to vote or to direct the vote

         0

 

 

(iii)

Sole power to dispose or to direct the disposition of

         529,668

 

 

(iv)

Shared power to dispose or to direct the disposition of

         0


Item 5.

Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].


Instruction: Dissolution of a group requires a response to this item.

         Not applicable.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person

                  Not applicable.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

                  Not applicable.


Item 8.

Identification and Classification of Members of the Group

                  Not applicable.


Item 9.

Notice of Dissolution of Group

         


Item 10.

Certifications

                  


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date:   February 10, 2006
  MARTIN F. ROPER

  By: /s/ Martin F. Roper
      Martin F. Roper
 


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