Registration # 33-49051
                                                                    Filed Under
                                                                 Rule 424(b)(2)

PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated February 9, 1995, as Supplemented
by Prospectus Supplement Dated February 9, 1995)

                         Anheuser-Busch Companies, Inc.

$25,000,000
Medium-Term Notes
7% Notes due May 30, 2000

The Interest Payment Dates for the Notes are May 30 and November 30, beginning
November 30, 1995, and the Regular Record Dates for the Notes are the May 15
and November 15 next preceding each Interest Payment Date.  The Notes may be
redeemed, in whole but not in part, at the option of the Company, on November
30, 1996 (the Initial Redemption Date) or any subsequent Interest Payment Date,
at the Redemption Price of 100% of the principal amount thereof plus accrued
interest to the Redemption Date.  The Notes will be issued as Book-Entry Notes.
The Notes are being purchased by the Underwriter, J.P. Morgan Securities Inc.,
as principal for its own account.

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               Price to       Underwriting        Proceeds to
               Public     Discount        Company 
               -----------    -------------       ----------------
                                         
  Per Note     100%           .92%                99.08%
  Total        $25,000,000    $230,000            $24,770,000



Plus accrued interest, if any, from May 30, 1995.

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.

Before deduction of incremental expenses payable by the Company estimated at
$1,000.



J. P. Morgan Securities Inc.

May 4, 1995.
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                            STATEMENT OF DIFFERENCES


     The Prospectus Supplement filed herewith will be used as a sticker to the
Registrant's Prospectus dated February 9, 1995, (constituting a part of
registration statement 33-49051), as supplemented by the Prospectus Supplement
dated February 9, 1995.  The foregoing Prospectus Supplement will be reproduced
on paper measuring approximately 8-1/2 inches by 6 inches, and will be attached
to the cover of the February 9, 1995 Prospectus Supplement with glue along the
left margin.  The upper left-hand corner of the circulated Prospectus
Supplement will contain a one inch square corporate logo of Anheuser-Busch
Companies, Inc.  The corporate logo consists of a silver "A" and a white eagle
on a blue background.  The registration number and the reference to Rule
424(b)(2) in the upper right hand corner will not be included in the sticker.