Prospectus Supplement
(To Prospectus dated June 6, 2000)

                               [GRAPHIC OMITTED]

                         ANHEUSER-BUSCH COMPANIES,INC.
                                  $250,000,000
                         6.00% Notes Due April 15, 2011

                    Interest payable April 15 and October 15


The Notes will  mature on April 15,  2011.  Interest  will accrue from April 16,
2001. We may redeem the Notes in whole or in part at any time at the  redemption
prices  described on page S-2. We will issue the Notes in minimum  denominations
of $1,000 increased in multiples of $1,000.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or disapproved of the Notes or passed upon the adequacy
or accuracy of this prospectus supplement or the prospectus.  Any representation
to the contrary is a criminal offense.

- --------------------------------------------------------------------------------
                         Price to           Discounts and      Proceeds to
                         Public             Commissions        the Company
- --------------------------------------------------------------------------------
Per Note                 99.378%            .650%              98.728%
- --------------------------------------------------------------------------------
Total                    $248,445,000       $1,625,000         $246,820,000
- --------------------------------------------------------------------------------

We do not intend to apply for  listing of the Notes on any  national  securities
exchange. Currently, there is no public market for the Notes.

We expect that delivery of the Notes will be made to investors on or about April
16, 2001.


UBS Warburg                                     Banc of America Securities LLC

Banc One Capital Markets, Inc.

                              Goldman, Sachs & Co.

                                                          Salomon Smith Barney

April 10, 2001





                            DESCRIPTION OF THE NOTES

We will  issue  the  Notes  under an  Indenture  dated as of August 1, 1995 (the
"Indenture")  between us and The Chase Manhattan  Bank, as Trustee.  Information
about  the  Indenture  is in the  prospectus  under  "Description  of  the  Debt
Securities".

The interest rate on the Notes will be 6.00% per annum,  accruing from April 16,
2001.  We will pay  interest on April 15 and October  15,  starting  October 15,
2001.  We will  pay  interest  to the  persons  in whose  names  the  Notes  are
registered  at the close of business  on the April 1 or October 1 preceding  the
payment date.

We will issue the Notes in book-entry  form, as a single global Note  registered
in the name of the nominee of The Depository  Trust  Company,  which will act as
Depositary, or in the name of the Depositary. Beneficial interests in book-entry
Notes will be shown on, and transfers thereof will be made only through, records
maintained by the  Depositary and its  participants.  Except as described in the
prospectus under "Book-Entry Debt Securities," owners of beneficial interests in
a global Note will not be entitled to receive physical  delivery of certificates
for the Notes.

Optional Redemption

We may  redeem the  Notes,  in whole or in part,  at our option at any time at a
redemption  price  equal to the greater of (i) 100% of the  principal  amount of
such Notes and (ii) as determined by a Quotation Agent (as defined  below),  the
sum of the present values of the remaining  scheduled  payments of principal and
interest thereon (not including any portion of such payments of interest accrued
as of the  date  of  redemption)  discounted  to the  date  of  redemption  on a
semi-annual  basis  (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted  Treasury Rate (as defined  below) plus 20 basis points plus, in
each case, accrued interest thereon to the date of redemption.

"Adjusted  Treasury Rate" means,  with respect to any redemption  date, the rate
per  annum  equal  to  the  semi-annual  equivalent  yield  to  maturity  of the
Comparable  Treasury Issue,  assuming a price for the Comparable  Treasury Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such redemption date.

"Comparable  Treasury Issue" means the United States Treasury  security selected
by a Quotation  Agent as having a maturity  comparable to the remaining  term of
the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such Notes.

"Comparable  Treasury Price" means, with respect to any redemption date, (i) the
average of the Reference  Treasury Dealer  Quotations for such redemption  date,
after   excluding  the  highest  and  lowest  such  Reference   Treasury  Dealer
Quotations,  or (ii) if the  Quotation  Agent  obtains  fewer  than  three  such
Reference Treasury Dealer Quotations, the average of all such quotations.

"Quotation Agent" means the Reference Treasury Dealer appointed by us.

"Reference  Treasury  Dealer"  means  (i)  UBS  Warburg  LLC,  Banc  of  America
Securities LLC, Goldman,  Sachs & Co., Banc One Capital Markets,  Inc.,  Salomon
Smith Barney Inc. and their respective  successors;  provided,  however, that if
any of the  foregoing  shall cease to be a primary  U.S.  Government  securities
dealer in New York  City (a  "Primary  Treasury  Dealer"),  we shall  substitute
therefor another Primary  Treasury  Dealer;  and (ii) any other Primary Treasury
Dealer we select.

"Reference  Treasury Dealer  Quotations"  means,  with respect to each Reference
Treasury  Dealer and any redemption  date, the average,  as determined by us, of
the bid and asked prices for the Comparable  Treasury  Issue  (expressed in each


                                      S-2



case as a percentage of its principal  amount)  quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such redemption date.

Notice  of any  redemption  will be mailed at least 30 days but not more than 60
days  before the  redemption  date to each  holder of the Notes to be  redeemed.
Unless  we  default  in  payment  of the  redemption  price,  on and  after  the
redemption date,  interest will cease to accrue on the Notes or portions thereof
called for redemption.

The Notes will not be subject to any sinking fund.

Same-Day Settlement and Payment

The Notes will trade in the Depositary's  same-day funds settlement system until
maturity or until we issue the Notes in definitive  form.  The  Depositary  will
therefore  require  secondary  market trading activity in the Notes to settle in
immediately available funds.

Governing Law

The Notes will be governed by and construed in  accordance  with the laws of the
State of New York.

Additional Notes

We may elect to issue  additional  Notes  under  the  Indenture  which  would be
considered  part of the same issue as the Notes.  If we do so, those  securities
would have the same interest  rate as the Notes,  the same maturity date and the
same payment terms as the Notes.

Termination of Subsidiary Co-obligation

Anheuser-Busch,  Incorporated  ("ABI"),  our wholly owned and primary  operating
subsidiary,   has  in  the  past  been  a  co-obligor  itself  with  respect  to
substantially  all of our senior  indebtedness,  including  the Debt  Securities
issued  under the  Indenture.  As permitted  by the terms of the  Indenture,  we
terminated all such co-obligations on January 1, 2001.

The  co-obligation  was created to satisfy credit concerns  arising when we were
established as the public holding  company for the  Anheuser-Busch  consolidated
group.  Without  such  co-obligation,  our debt  would  have  been  structurally
subordinated  to the debt  issued by ABI prior to  establishment  of the holding
company structure. The debt issued by ABI has now been retired.

                                  UNDERWRITING

We are selling the Notes to the  underwriters  named below under an Underwriting
Agreement dated October 2, 2000. The  underwriters,  and the amount of the Notes
each of them has severally agreed to purchase from us, are as follows:

                                                            Principal Amount
                                  Name of Notes
UBS Warburg LLC ....................................         $    86,000,000
Banc of America Securities LLC .....................              71,000,000
Banc One Capital Markets, Inc. .....................              31,000,000
Goldman, Sachs & Co. ...............................              31,000,000
Salomon Smith Barney Inc. ..........................              31,000,000
                                Total ..............         $   250,000,000
                                                             ===============

The Underwriting  Agreement  provides that, if the underwriters  take any of the
Notes, then they are obligated to take and pay for all of the Notes.


                                      S-3



The Notes are a new issue of securities with no established  trading market.  We
do not  intend to apply for  listing  of the  Notes on any  national  securities
exchange. The underwriters have advised us that they intend to make a market for
the  Notes,  but they have no  obligation  to do so.  They also may  discontinue
market  making at any time  without  providing  any  notice.  We cannot give any
assurance as to the liquidity of any trading market for the Notes.

The  underwriters  initially  propose to offer part of the Notes directly to the
public at the  public  offering  price  set forth on the cover  page and part to
certain dealers at a price that represents a concession not in excess of .35% of
the  principal  amount of the Notes.  Any  underwriter  may allow,  and any such
dealer may reallow,  a concession not in excess of .25% of the principal  amount
of the Notes to certain other dealers.  After the initial offering of the Notes,
the  underwriters  may,  from time to time,  vary the  offering  price and other
selling terms.

We have  agreed to  indemnify  the  underwriters  against  certain  liabilities,
including liabilities under the Securities Act of 1933, as amended.

We estimate  that we will spend  approximately  $150,000  for  printing,  rating
agency fees, registration fees, Trustee's fees, legal fees and other expenses of
the offering.

We entered into an interest rate derivative transaction with an affiliate of UBS
Warburg LLC relating to a  government  security  which  served as the  reference
interest rate for the Notes.

In connection  with the offering of the Notes,  the  underwriters  may engage in
transactions  that  stabilize,  maintain or  otherwise  affect the prices of the
Notes.  Specifically,  the  underwriters  may overallot in  connection  with the
offering of the Notes,  creating a syndicate  short position.  In addition,  the
underwriters  may bid for, and  purchase,  the Notes in the open market to cover
short  positions  or  to  stabilize  the  price  of  the  Notes.   Finally,  the
underwriters may reclaim selling  concessions allowed for distributing the Notes
in the offering, if the underwriters  repurchase previously distributed Notes in
transactions  to  cover  short  positions,  in  stabilization   transactions  or
otherwise.  Any of these  activities may stabilize or maintain the market prices
of the Notes above independent  market levels. The underwriters are not required
to engage in any of these  activities and may end any of these activities at any
time.

The  underwriters  have  agreed  to make a  payment  to us in  lieu  of  expense
reimbursement.

In  the  ordinary  course  of  their  respective  businesses,   certain  of  the
underwriters  and/or their affiliates have engaged,  and expect in the future to
engage, in investment  banking,  commercial banking and/or general financing and
banking transactions with us.



                                      S-4



PROSPECTUS

                                 $1,000,000,000

                         Anheuser-Busch Companies, Inc.

                                [GRAPHIC OMITTED]


                                 Debt Securities

                              --------------------

     This Prospectus describes Debt Securities which  Anheuser-Busch  Companies,
Inc. may issue and sell at various  times.  More detailed  information  is under
"Description of the Debt Securities."

     o    The Debt  Securities  may be  debentures,  notes  or  other  unsecured
          evidences of indebtedness.

     o    We may issue them in one or several series.

     o    The total  principal  amount of the Debt Securities to be issued under
          this  Prospectus  will not exceed  $1,000,000,000  (or the  equivalent
          amount in other currencies).

     o    We will  determine  the  terms  of  each  series  of  Debt  Securities
          (interest rates,  maturity,  redemption provisions and other terms) at
          the time of  sale,  and we will  specify  the  terms  in a  Prospectus
          Supplement  which we will deliver together with this Prospectus at the
          time of the sale.

     We may sell Debt Securities directly to investors or through  underwriters,
dealers or agents.  More  information  about the way we will distribute the Debt
Securities is under the heading "Plan of  Distribution."  Information  about the
underwriters  or agents  who will  participate  in any  particular  sale of Debt
Securities will be in the Prospectus  Supplement relating to that series of Debt
Securities.

     Our principal office is at One Busch Place, St. Louis,  Missouri 63118, and
our telephone number is (314) 577-2000.

                              --------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these  securities,  or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                  The date of this Prospectus is June 6, 2000.



     We have  not  authorized  anyone  to give  any  information  or to make any
representations  concerning  the  offering of the Debt  Securities  except those
which are in this Prospectus or in the Prospectus  Supplement which is delivered
with this  Prospectus,  or which is referred  to under  "Where You Can Find More
Information."  If anyone  gives any other  information  or  representation,  you
should not rely on it. This Prospectus is not an offer to sell or a solicitation
of an offer to buy any  securities  other  than the Debt  Securities  which  are
referred to in the  Prospectus  Supplement.  This  Prospectus is not an offer to
sell or a solicitation of an offer to buy Debt  Securities in any  circumstances
in which the offer or  solicitation  is unlawful.  You should not  interpret the
delivery of this Prospectus,  or any sale of Debt  Securities,  as an indication
that there has been no change in our affairs since the date of this  Prospectus.
You should also be aware that  information  in this  Prospectus may change after
this date.

                                TABLE OF CONTENTS


  Table of Contents............................................................2
  Where You Can Find More Information..........................................2
  Information about Anheuser-Busch.............................................2
  Use of Proceeds..............................................................3
  Description of the Debt Securities...........................................4
     General...................................................................4
     Payments on Debt Securities; Transfers....................................5
     Form and Denominations....................................................5
     Certain Restrictions......................................................5
     Modification or Amendment of the Indenture................................7
     ABI Co-Obligation.........................................................8
     Defeasance................................................................8
     Events of Default, Notice and Waiver......................................8
     Regarding the Trustee.....................................................9
  Book-Entry Debt Securities..................................................10
  Plan of Distribution........................................................11
  Legal Opinion...............................................................12
  Experts.....................................................................12


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may read and copy any of these  documents at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
at the  SEC's  Internet  website  at  http://www.sec.gov.  The SEC  allows us to
incorporate by reference the information we file with them,  which means that we
can disclose important information to you by referring you to those documents.

     The information  incorporated by reference is considered to be part of this
Prospectus,  and later information that we file with the SEC will  automatically
update and supersede this information. We incorporate by reference the documents
listed  below and any future  filings  made with the SEC under  Sections  13(a),
13(c), 14, or 15(d) of the Securities  Exchange Act of 1934 until we sell all of
the Debt Securities.

     o    Our Annual Report on Form 10-K for the year ended December 31, 1999.

     o    Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2000.

     You may receive a copy of any of these  filings,  at no cost, by writing or
telephoning the Corporate Secretary,  Anheuser-Busch Companies,  Inc., One Busch
Place, St. Louis, Missouri 63118, telephone 314-577-2000.

     We have filed with the SEC a  Registration  Statement  to register the Debt
Securities  under the  Securities  Act of 1933.  This  Prospectus  omits certain
information contained in the Registration  Statement, as permitted by SEC rules.
You may obtain copies of the  Registration  Statement,  including  exhibits,  as
noted in the first paragraph above.

                                       2

                        INFORMATION ABOUT ANHEUSER-BUSCH

     Anheuser-Busch Companies, Inc. ("Anheuser-Busch") is a Delaware corporation
that was  organized  in 1979 as the holding  company  parent of  Anheuser-Busch,
Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875. In
addition to ABI,  which is the world's  largest  brewer of beer, we are also the
parent  corporation  to a number of  subsidiaries  that  conduct  various  other
business  operations,  including those related to the production and acquisition
of brewing raw materials,  the  manufacture  and recycling of aluminum  beverage
containers and the operation of theme parks.

     These are our most important subsidiaries:

     o   ABI produces and distributes beer in a variety of containers  primarily
         under the brand names  Budweiser,  Bud Light, Bud Dry, Bud Ice, Bud Ice
         Light,  Michelob,  Michelob Light, Michelob Dry, Michelob Golden Draft,
         Michelob Golden Draft Light,  Michelob  Classic Dark,  Michelob Black &
         Tan Lager,  Michelob  Amber Bock,  Michelob  Pale Ale,  Michelob  Honey
         Lager,  Michelob  Hefe-Weizen,  Busch,  Busch Light, Busch Ice, Natural
         Light,  Natural  Ice,  King Cobra,  Red Wolf Lager,  ZiegenBock  Amber,
         Hurricane  Malt Liquor,  Hurricane  Ice,  Pacific  Ridge Ale,  Tequiza,
         Safari Amber Lager,  Devon's  Shandy,  and Rhumba.  ABI's products also
         include  three  non-alcohol  malt  beverages,  O'Doul's,  Busch  NA and
         O'Doul's Amber.

     o   Anheuser-Busch International, Inc. brews and distributes ABI's products
         in twenty-four  European countries and sells under import  distribution
         agreements  in more than 80 countries and U.S.  territories  and to the
         U.S.  military and  diplomatic  corps  outside the  continental  United
         States.  Through  subsidiaries,  it owns breweries in London and China.
         Our  products  are  also  brewed  under  license  or  contract  brewing
         arrangements  in  Argentina,   Canada,   Ireland,   Japan,  Korea,  the
         Philippines  and Spain.  We have equity  investments  or joint ventures
         with brewers in Argentina and Mexico.

     o   Metal Container Corporation  manufactures beverage cans at eight plants
         and beverage can lids at three plants for sale to ABI and to soft drink
         and export customers.  Anheuser-Busch  Recycling  Corporation  recycles
         aluminum cans at two plants.  Precision  Printing and  Packaging,  Inc.
         manufactures metalized and paper labels.

     o   Busch  Entertainment  Corporation  ("BEC")  owns,  directly and through
         subsidiaries,  theme parks and entertainment  facilities.  BEC operates
         Busch Gardens theme parks in Tampa, Florida and Williamsburg,  Virginia
         and Sea World theme  parks in Orlando,  Florida,  San  Antonio,  Texas,
         Aurora,  Ohio and San Diego,  California.  BEC also operates water park
         attractions  in Tampa,  Florida  (Adventure  Island) and  Williamsburg,
         Virginia (Water Country, U.S.A.), an educational play park for children
         near  Philadelphia,  Pennsylvania  (Sesame Place) and the Baseball City
         Sports Complex near Orlando, Florida. BEC's newest park, Discovery Cove
         located in Orlando, Florida, is scheduled to open in summer 2000.

                                 USE OF PROCEEDS

     Unless we indicate otherwise in the Prospectus Supplement which accompanies
this  Prospectus,  we intend to add the net  proceeds  from the sale of the Debt
Securities  to our  general  funds.  We expect to use the  proceeds  for general
corporate  purposes,   including  working  capital,   capital  expenditures  and
repayment of borrowings.  Before we use the proceeds for these purposes,  we may
invest them in short-term investments.

                                       3


                       DESCRIPTION OF THE DEBT SECURITIES

     This section  describes  some of the general terms of the Debt  Securities.
The Prospectus  Supplement describes the particular terms of the Debt Securities
we are offering. The Prospectus Supplement also indicates the extent, if any, to
which  these  general  provisions  may not  apply to the Debt  Securities  being
offered. If you would like more information on these provisions,  you may review
the Indenture which is filed as an exhibit to the  Registration  Statement which
is filed with the SEC. See "Where You Can Find More Information."

     We will issue the Debt  Securities  either under the Indenture  dated as of
August 1, 1995 between us and The Chase Manhattan  Bank, as trustee,  or under a
separate,  substantially identical indenture to be entered into between us and a
new  trustee.  We are  summarizing  certain  important  provisions  of the  Debt
Securities  and  the  Indenture.  This  is  not a  complete  description  of the
important  terms.  You should refer to the specific terms of the Indenture for a
complete  statement of the terms of the Indenture and the Debt Securities.  When
we use  capitalized  terms  which we do not define  here,  those  terms have the
meanings  given in the Indenture.  When we use  references to Sections,  we mean
Sections in the Indenture.

General

     The Debt Securities will be senior unsecured obligations of Anheuser-Busch.

     The  Indenture  does not limit the  amount of Debt  Securities  that we may
issue under the  Indenture,  nor does it limit other debt that we may issue.  We
may issue the Debt  Securities at various times in different  series and issues,
each of which may have different  terms.  The word "issue" means, for any series
of Debt  Securities,  that the  securities  have the same original issue date or
date from which interest  starts to accrue,  the same maturity date and the same
interest  rate and  other  payment  terms.  If so  indicated  in the  Prospectus
Supplement for any series or issue,  we may treat a subsequent  offering of Debt
Securities as a part of the same issue as that series or issue.

     The  Prospectus  Supplement  relating  to the  particular  series  of  Debt
Securities we are offering includes the following  information  concerning those
Debt Securities:

     o   The title of the Debt Securities.

     o   The total principal  amount of the series or issue of Debt  Securities,
         and whether we may treat a subsequent  offering of Debt Securities as a
         part of the same issue as that series or issue.

     o   The date on which the principal  and interest will be paid,  the rights
         we or the  holders  may  have  to  extend  the  maturity  of  the  Debt
         Securities  and any rights the holders  may have to require  payment of
         the Debt Securities at any time.

     o   The interest rate on the Debt  Securities.  We may specify a fixed rate
         or a variable rate, or a rate to be determined under procedures we will
         describe in the  Prospectus  Supplement,  and the interest  rate may be
         subject to adjustment.

     o   The dates on which we will pay interest on the Debt  Securities and the
         regular  record dates for  determining  the holders who are entitled to
         receive the interest payments.

     o   Where payments on the Debt Securities will be made, if it is other than
         the office mentioned under "Payments on Debt Securities" below.

     o   If  applicable,  the prices at which we may redeem all or a part of the
         Debt  Securities  and the  time  periods  during  which we may make the
         redemptions.  The  redemptions  may be  made  under a  sinking  fund or
         otherwise.

                                       4


     o   Any obligation we may have to redeem, purchase or repay any of the Debt
         Securities  under a sinking  fund or  otherwise or at the option of the
         holder, and the prices, time periods and other terms which would apply.

     o   Any  additional  Events of  Default or covenants that will apply to the
         Debt Securities.

     o   The  amounts we would be  required  to pay if the  maturity of the Debt
         Securities is accelerated, if it is less than the principal amount.

     o   If we will make payments on the Debt  Securities in any currency  other
         than U.S. dollars, the currencies in which we will make the payments.

     o   If  applicable,  the terms  under  which we or a holder  may elect that
         payments on the Debt  Securities be made in a currency  other than U.S.
         dollars.

     o   If  amounts  payable  on the Debt  Securities  may be  determined  by a
         currency index, information on how the payments will be determined.

     o   Any other special terms that may apply to the Debt Securities.

Payments on Debt Securities; Transfers

     We will make payments on the Debt  Securities to the persons in whose names
the  securities  are  registered at the close of business on the record date for
the interest  payments.  As explained under "Book-Entry  Securities"  below, The
Depository  Trust Company or its nominee will be the initial  registered  holder
unless the Prospectus Supplement provides otherwise.

     Unless we indicate  otherwise in the  Prospectus  Supplement,  we will make
payments on the Debt Securities at the trustee's office. For The Chase Manhattan
Bank, the office is now its Corporate  Trust Office,  450 West 33rd Street,  New
York,  New York 10001.  In the case of any other  trustee,  we will  specify the
office and address in the  Prospectus  Supplement or in an  attachment  thereto.
Transfers of Debt  Securities  can be made at the same offices.  (Sections  202,
301, 305 and 1002)

Form and Denominations

     Unless we otherwise indicate in the Prospectus Supplement:

     o   We will  only  issue  the Debt  Securities  of each  series or issue in
         registered  form  without  coupons in  denominations  of $1,000 and any
         integral multiple thereof.

     o   We will  not charge any fee to register any transfer or exchange of the
         Debt Securities,  except for  taxes or other governmental  charges,  if
         any. (Section 305)

Certain Restrictions

     Creation of Secured Indebtedness

     Under the Indenture, we and our Restricted Subsidiaries (defined below) may
not create,  assume,  guarantee or permit to exist any indebtedness for borrowed
money  which is secured  by a pledge  of, or a  mortgage  or lien on, any of our
Principal  Plants  (defined  below)  or on any of our  Restricted  Subsidiaries'
capital  stock,  unless we also provide equal and ratable  security for the Debt
Securities.  A "Restricted  Subsidiary" is a Subsidiary which owns or operates a
Principal  Plant,  unless  it is  incorporated  or has its  principal  place  of
business  outside the United States,  and any other subsidiary which we elect to
treat as a  Restricted  Subsidiary.  A  "Principal  Plant"  is a  brewery,  or a
manufacturing, processing or packaging plant, but does not include a plant which
we determine is not of material importance to the total business conducted by us
and our  Subsidiaries,  or any plant which we  determine is used  primarily  for
transportation, marketing or warehousing.

                                       5


     This restriction does not apply to:

     o   purchase money liens,

     o   liens existing on property when we acquire it or securing  indebtedness
         which  we use to pay the  cost of  acquisition  or  construction  or to
         reimburse us for that cost (as long as we incur the indebtedness within
         180 days after the acquisition or construction),

     o   liens on property of a Restricted Subsidiary at the time it  becomes  a
         Restricted Subsidiary,

     o   liens to secure the cost of development or construction of property, or
         improvements  of property,  and which are released or satisfied  within
         120 days after completion of the development or construction,

     o   liens in  connection  with the acquisition or construction of Principal
         Plants or additions thereto financed by tax-exempt securities,

     o   liens securing indebtedness owing to us or to a  Restricted  Subsidiary
         by a Restricted Subsidiary,

     o   liens existing at August 1, 1995 (the date of the Indenture),

     o   liens required in connection with state or local governmental  programs
         which  provide  financial or tax benefits,  as long as the  obligations
         secured  are in lieu of or reduce an  obligation  that  would have been
         secured by a lien permitted under the Indenture,

     o   extensions, renewals or replacements of the liens referred to above, or

     o   in  connection  with  sale-leaseback  transactions  permitted under the
         Indenture. (Section 1006(a))

     There is an  additional  exception  as  described  below  under "10% Basket
Amount."

     If we become  obligated  to provide  security  for the Debt  Securities  as
described  above, we would also be required to provide  comparable  security for
most of our other outstanding indebtedness.

     Sale-Leaseback Financings

     Under the  Indenture,  neither we nor any  Restricted  Subsidiary may enter
into any sale and leaseback  transaction  involving a Principal Plant,  except a
sale by a Restricted  Subsidiary  to us or another  Restricted  Subsidiary  or a
lease not exceeding  three years,  by the end of which we intend to  discontinue
use of the property, unless:

     o   the  net  proceeds  of the sale are at least  equal to the fair  market
         value of the property, and

     o   within 120 days of the  transfer we repay Funded Debt  (defined  below)
         and/or make expenditures for the expansion, construction or acquisition
         of a Principal  Plant at least  equal to the net  proceeds of the sale.
         (Section 1007)

     There is an  additional  exception  as  described  below  under "10% Basket
Amount."

     Limitation on Funded Debt of Restricted Subsidiaries

     We may not permit any Restricted  Subsidiary to create, assume or permit to
exist any Funded Debt other than:

     o   Funded Debt  secured by a mortgage,  pledge or lien which is  permitted
         under  the  provisions  described  above  under  "Creation  of  Secured
         Indebtedness,"

     o   Funded Debt owed to us or any Restricted Subsidiary,

     o   Funded  Debt  of  a  corporation  existing  at the  time it  becomes  a
         Restricted Subsidiary,

                                       6


     o   Funded Debt created in connection  with, or with a view to,  compliance
         with the requirements of any program, law, statute or regulation of any
         federal,  state or local  governmental  authority and applicable to the
         Restricted  Subsidiary  and providing  financial or tax benefits to the
         Restricted  Subsidiary  which are not available  directly to us, or not
         available on as favorable terms,

     o   guarantees existing at August 1, 1995 (the date of the Indenture), and

     o   guarantees of Funded Debt with respect to which we are liable, on terms
         substantially   similar  to  the  terms   described  below  under  "ABI
         Co-Obligation." (Section 1008(a))

     There is an  additional  exception  as  described  below  under "10% Basket
Amount."

     "Funded Debt" means all of our indebtedness  for money borrowed,  including
purchase money  indebtedness,  having a maturity of more than twelve months from
the date of determination or having a maturity of less than twelve months but by
its terms being  renewable or  extendible  beyond  twelve  months at our option,
subject only to conditions  which we are then capable of fulfilling,  and direct
guarantees of similar  indebtedness  for money  borrowed of others,  except that
Funded Debt does not include:

         (i)      Any indebtedness of a person held in treasury by  that person;
or

         (ii)     Any  indebtedness  with respect to which  sufficient money has
been deposited or set aside to pay the indebtedness; or

         (iii)    Any amount representing capitalized lease obligations; or

         (iv)     Any indirect  guarantees or other  contingent  obligations  in
respect of indebtedness of other persons; or

         (v)      Any guarantees with respect to lease or other similar periodic
payments to be made by other persons.

     10% Basket Amount

     In addition to the exceptions  described  above under  "Creation of Secured
Indebtedness,"  "Sale-Leaseback  Financings"  and  "Limitation on Funded Debt of
Restricted  Subsidiaries," the Indenture allows additional secured indebtedness,
additional  sale-leaseback  financings and additional  Funded Debt of Restricted
Subsidiaries as long as the total of the additional indebtedness and Funded Debt
and  the  fair  market  value  of the  property  transferred  in the  additional
sale-leaseback  financings does not exceed 10% of our Net Tangible Assets.  "Net
Tangible  Assets"  means our total assets  including  those of our  subsidiaries
after  deducting  current  liabilities  (except  for those which are Funded Debt
because they are renewable or extendible) and goodwill, trade names, trademarks,
patents,  unamortized debt discount and expense,  organization and developmental
expenses and other like segregated intangibles.  Deferred income taxes, deferred
investment  tax  credit  or other  similar  items  will not be  considered  as a
liability  or as a  deduction  from or  adjustment  to total  assets.  (Sections
1006(d), 1007(c) and 1008(b))

     Merger

     We may consolidate with or merge into any other  corporation or transfer or
lease our properties and assets  substantially as an entirety as long as we meet
certain conditions,  including the assumption of the securities by any successor
corporation. (Sections 801 and 1006)

Modification or Amendment of the Indenture

     We may  modify and amend the  Indenture  if the  holders  of a majority  in
principal amount of the outstanding Debt Securities affected by the modification
or  amendment  consent,  except that no  supplemental  indenture  may reduce the
principal amount of or interest or premium payable on any Debt Security,  change
the maturity  date or dates of  principal,  the interest  payment dates or other
terms of payment,  or reduce the  percentage  of holders  necessary to approve a

                                        7


modification  or amendment of the Indenture,  without the consent of each holder
of outstanding Debt Securities affected by the supplemental indenture.  (Section
902)

     We and the trustee may amend the Indenture without the holders' consent for
certain  specified  purposes,  including  any  change  which,  in our  counsel's
opinion,  does not materially adversely affect the holders' interests.  (Section
901)

ABI Co-Obligation

     ABI will be  jointly  and  severally  liable  for the  payment  of the Debt
Securities. However, we may terminate ABI's obligations for the outstanding Debt
Securities if:

     o   ABI is not liable for any  outstanding  Funded Debt, as direct obligor,
         co-obligor, guarantor or otherwise, except for Funded Debt permitted as
         described  above  under   "Limitation  on  Funded  Debt  of  Restricted
         Subsidiaries,"

     o   all of ABI's  liability  as  co-obligor  for our  Funded  Debt has been
         terminated  or will  terminate  at  approximately  the same time as the
         termination of ABI's obligations for the Debt Securities, and

     o   there is no event of default or event  which,  with the passage of time
         or giving of notice,  or both,  would  become an event of  default,  as
         described below.

Defeasance

     The  Indenture  includes   provisions   allowing  defeasance  of  the  Debt
Securities of any series. In order to defease Debt Securities,  we would deposit
with  the  Trustee  or  another  trustee  money or U.S.  Government  Obligations
sufficient  to  make  all  payments  on  those  Debt  Securities.  If we  make a
defeasance deposit with respect to your Debt Securities, we may elect either:

     o   to be discharged from all of our  obligations on your Debt  Securities,
         except for our  obligations  to register  transfers and  exchanges,  to
         replace  temporary  or  mutilated,   destroyed,  lost  or  stolen  Debt
         Securities,  to  maintain  an office or agency in  respect  of the Debt
         Securities and to hold moneys for payment in trust; or

     o   to be released from our restrictions described above relating to liens,
         sale-leaseback transactions and Funded Debt of Restricted Subsidiaries.

     To  establish  the trust,  we must deliver to the Trustee an opinion of our
counsel that the holders of the Debt  Securities will not recognize gain or loss
for  Federal  income  tax  purposes  as a result of the  defeasance  and will be
subject to Federal income tax on the same amount,  in the same manner and at the
same  times as would  have  been the case if the  defeasance  had not  occurred.
(Article  Thirteen)  There may be additional  provisions  relating to defeasance
which we will describe in the Prospectus Supplement.

Events of Default, Notice and Waiver

     An Event of Default in respect of any issue of Debt Securities means:

     o   default for 30 days in any payment of interest;

     o   default in payment of principal  or premium at maturity,  or default in
         payment  of any  required  redemption  or  sinking  fund  amount  which
         continues for 30 days;

     o   default in  performance  of or breach of any covenant in the  Indenture
         which applies to the issue which  continues for 90 days after notice to
         us by the Trustee or by the holders of 25% in  principal  amount of the
         outstanding Debt Securities of the affected issues; and

     o   certain  events  of  our  bankruptcy,  insolvency  and  reorganization.
         (Section 501)

                                       8



     If an Event of Default  occurred  and was  continuing  in respect of one or
more issues, either the Trustee or the holders of 25% in principal amount of the
outstanding  Debt  Securities of those issues could declare the principal of and
accrued  interest,  if any,  on all  securities  of those  issues  to be due and
payable.  If other  specified  Events of Default  occurred and were  continuing,
either the Trustee or the holders of 25% in principal  amount of the outstanding
Debt Securities of all issues may declare the principal of and accrued interest,
if any, on all the outstanding  Debt Securities to be due and payable.  (Section
501)

     Within 90 days after a default in respect of any issue of Debt  Securities,
the  Trustee  must give to the  holders of the Debt  Securities  of that  series
notice of all uncured and unwaived  defaults by us known to it. However,  except
in the case of default in payment,  the Trustee may withhold the notice if it in
good  faith  determines  that it is in the  interest  of the  holders.  The term
"default" means, for this purpose, the occurrence of any event that, upon notice
or lapse of time, would be an Event of Default. (Section 602)

     Before the Trustee is required to exercise  rights  under the  Indenture at
the request of holders, it is entitled to be indemnified by the holders, subject
to its duty,  during an Event of Default,  to act with the required  standard of
care. (Sections 601 through 613)

     A holder of a Debt Security will not be entitled to pursue any remedy under
the Indenture except under the following circumstances:

     o   the holder has notified the Trustee in writing of an Event of Default;

     o   holders of at least 25% of the outstanding principal amount of the Debt
         Securities  in respect of which the Event of Default has occurred  have
         delivered a written request to the Trustee to pursue the remedy;

     o   the  holder  or  holders  have  offered  to the  Trustee  a  reasonable
         indemnity  against  the costs to be incurred by the Trustee in pursuing
         the remedy;

     o   the Trustee does not pursue the remedy for a period of 60 days; and

     o   the holders of a majority of the  outstanding  principal  amount of the
         Debt  Securities  in respect of which the Event of Default has occurred
         have not delivered written directions to the Trustee  inconsistent with
         the initial written request from the holders described above.  (Section
         507)

     The holders of a majority in principal amount of the outstanding securities
of any series  (voting as a single class) may direct the time,  method and place
of  conducting  any  proceeding  for any  remedy  available  to the  Trustee  or
exercising  any trust or power  conferred  upon the  Trustee  in  respect of the
securities of that series.
(Section 512)

     The holders of a majority in principal amount of the outstanding securities
of all series affected by a default (voting as a single class) may, on behalf of
the  holders  of all that  securities,  waive the  default  except a default  in
payment of the  principal  of or premium,  if any, or interest on any  security.
(Section  513) The  holders of a majority  in  principal  amount of  outstanding
securities of all series  entitled to the benefits  thereof  (voting as a single
class) may waive compliance with certain covenants under the Indenture. (Section
1010)

     We will furnish to the trustee, annually, a statement as to the fulfillment
by us of our obligations under the Indenture. (Section 1004)

Regarding the Trustee

     For  each  series  or issue  of Debt  Securities,  the  Trustee  under  the
applicable Indenture will either be The Chase Manhattan Bank or a new trustee we
select, which would be indicated in the Prospectus Supplement.

                                       9


     The Chase Manhattan Bank is the Trustee under one of the  Indentures.  That
Indenture is dated as of August 1, 1995. As of the date of this  Prospectus,  an
aggregate of $2.41 billion in principal amount of Debt Securities are issued and
outstanding under that Indenture.  The Chase Manhattan Bank also acts as trustee
(or successor  trustee) under other  Indentures with us under which an aggregate
of $970 million in principal  amount of indebtedness is issued and  outstanding.
The Chase Manhattan Bank also is a party to our credit agreement, under which it
has committed to lend us up to $125 million,  and provides other  commercial and
investment banking services to us.

                           BOOK-ENTRY DEBT SECURITIES

     The Prospectus  Supplement will indicate whether we are issuing the related
Debt Securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global  notes that will be  deposited  with
The Depository  Trust Company,  New York, New York, and will evidence all of the
Debt Securities of that series.  This means that we will not issue  certificates
to each holder.  We will issue one or more global  securities to DTC, which will
keep a computerized record of its participants (for example,  your broker) whose
clients have purchased the Debt  Securities.  The  participant  will then keep a
record of its clients who own the Debt  Securities.  Unless it is  exchanged  in
whole or in part for a security evidenced by individual  certificates,  a global
security  may not be  transferred,  except  that  DTC,  its  nominees  and their
successors may transfer a global security as a whole to one another.  Beneficial
interests in global  securities  will be shown on, and  transfers of  beneficial
interests in global notes will be made only through,  records  maintained by DTC
and its  participants.  Each  person  owning a  beneficial  interest in a global
security  must  rely  on the  procedures  of DTC  and,  if the  person  is not a
participant,  on the procedures of the participant through which the person owns
its  interest to exercise  any rights of a holder of Debt  Securities  under the
Indenture.

     The  laws  of  some  jurisdictions   require  that  certain  purchasers  of
securities such as Debt  Securities take physical  delivery of the securities in
definitive  form.  These  limits and laws may impair your  ability to acquire or
transfer beneficial interests in the global security.

     We will make payments on each series of book-entry  Debt  Securities to DTC
or its nominee,  as the sole registered owner and holder of the global security.
Neither Anheuser-Busch,  the Trustee nor any of their agents will be responsible
or liable  for any  aspect of DTC's  records  relating  to or  payments  made on
account  of  beneficial   ownership  interests  in  a  global  security  or  for
maintaining,  supervising  or  reviewing  any of DTC's  records  relating to the
beneficial ownership interests.

     DTC has advised us that, when it receives any payment on a global security,
it will immediately,  on its book-entry registration and transfer system, credit
the accounts of  participants  with payments in amounts  proportionate  to their
beneficial interests in the global security as shown on DTC's records.  Payments
by  participants  to you,  as an owner of a  beneficial  interest  in the global
security,  will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of the participants.

     A global security  representing a series will be exchanged for certificated
Debt  Securities  of that series if (a) DTC  notifies us that it is unwilling or
unable to  continue  as  Depositary  or if DTC  ceases to be a  clearing  agency
registered  under the  Securities  Exchange  Act of 1934 and we do not appoint a
successor  within 90 days or (b) we decide  that the  global  security  shall be
exchangeable.  If that occurs,  we will issue Debt  Securities of that series in
certificated form in exchange for the global security.  An owner of a beneficial
interest in the global security then will be entitled to physical  delivery of a
certificate for Debt Securities of the series equal in principal  amount to that
beneficial interest and to have those Debt Securities registered in its name. We
would issue the  certificates for the Debt Securities in denominations of $1,000
or any larger amount that is an integral  multiple  thereof,  and we would issue
them in registered form only, without coupons.

                                       10


     DTC has informed us that it is a  limited-purpose  trust company  organized
under the New York Banking Law, a "banking  organization"  within the meaning of
the New York Banking Law, a member of the Federal  Reserve  System,  a "clearing
corporation"  within the meaning of the New York Uniform  Commercial Code, and a
"clearing agency" registered under the Securities  Exchange Act of 1934. DTC was
created  to hold  the  securities  of its  participants  and to  facilitate  the
clearance  and  settlement  of securities  transactions  among its  participants
through electronic  book-entry changes in accounts of the participants,  thereby
eliminating  the need for physical  movement of securities  certificates.  DTC's
participants  include  securities  brokers and dealers,  banks, trust companies,
clearing  corporations,  and certain other  organizations,  some of whom (and/or
their  representatives)  own DTC.  Access  to DTC's  book-entry  system  is also
available to others,  such as banks,  brokers,  dealers and trust companies that
clear through or maintain a custodial  relationship  with a participant,  either
directly or indirectly.  The rules applicable to DTC and its participants are on
file with the SEC. No fees or costs of DTC will be charged to you.

                              PLAN OF DISTRIBUTION

     We may sell Debt  Securities  to or  through  one or more  underwriters  or
dealers,  and also may sell Debt  Securities  directly  to other  purchasers  or
through  agents.  These  firms  may also act as our  agents  in the sale of Debt
Securities.  Only  underwriters  named  in the  Prospectus  Supplement  will  be
considered as  underwriters  of the Debt  Securities  offered by the  Prospectus
Supplement.

     We may  distribute  Debt  Securities  at  different  times  in one or  more
transactions.  We may sell Debt Securities at fixed prices, which may change, at
market  prices  prevailing  at the  time  of  sale,  at  prices  related  to the
prevailing market prices or at negotiated prices.

     In connection with the sale of Debt  Securities,  underwriters  may receive
compensation  from  us or from  purchasers  of Debt  Securities  in the  form of
discounts,  concessions or  commissions.  Underwriters,  dealers and agents that
participate  in  the  distribution  of  Debt  Securities  may  be  deemed  to be
underwriters.  Discounts  or  commissions  they  receive and any profit on their
resale  of  Debt  Securities  may  be  considered   underwriting  discounts  and
commissions  under the Securities Act of 1933. We will identify any  underwriter
or agent, and we will describe any compensation, in the Prospectus Supplement.

     We may agree to indemnify underwriters,  dealers and agents who participate
in the distribution of Debt Securities  against certain  liabilities,  including
liabilities under the Securities Act of 1933.

     We may authorize  dealers or other persons who act as our agents to solicit
offers  by  certain  institutions  to  purchase  Debt  Securities  from us under
contracts  which provide for payment and delivery on a future date. We may enter
into these  contracts with  commercial and savings banks,  insurance  companies,
pension funds, investment companies, educational and charitable institutions and
others.  If we  enter  into  these  agreements  concerning  any  series  of Debt
Securities, we will indicate that in the Prospectus Supplement.

     In connection with an offering of Debt Securities,  underwriters may engage
in transactions  that stabilize,  maintain or otherwise  affect the price of the
Debt  Securities.  Specifically,  underwriters may over-allot in connection with
the offering,  creating a syndicate  short  position in the Debt  Securities for
their own account.  In addition,  underwriters  may bid for, and purchase,  Debt
Securities in the open market to cover short positions or to stabilize the price
of the Debt Securities.  Finally,  underwriters may reclaim selling  concessions
allowed for distributing the Debt Securities in the offering if the underwriters
repurchase previously distributed Debt Securities in transactions to cover short
positions, in stabilization  transactions or otherwise.  Any of these activities
may  stabilize  or  maintain  the  market  price  of the Debt  Securities  above
independent  market  levels.  Underwriters  are not required to engage in any of
these activities and may end any of these activities at any time.

                                       11


     Unless  otherwise  indicated in the Prospectus  Supplement,  each series of
Debt  Securities  offered  will be a new  issue of  securities  and will have no
established  trading  market.  The Debt Securities may or may not be listed on a
national securities  exchange.  No assurance can be given as to the liquidity of
or the existence of trading markets for any Debt Securities.

                                  LEGAL OPINION

     Bryan Cave LLP, St. Louis,  Missouri, as our counsel, has issued an opinion
as to the legality of the Debt Securities.

                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999 have been so
incorporated   in  reliance  on  the  report  of   PricewaterhouseCoopers   LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

                                       12


================================================================================

No  dealer,  salesperson  or  other  person  has  been  authorized  to give  any
information  or to make any  representation  in  connection  with the offer made
hereby  except as contained in this  prospectus,  and if given or made,  no such
information or representation should be relied upon as having been authorized by
us, the underwriters or our agents.  Neither the delivery of this prospectus nor
any sale made hereunder shall, under any  circumstances,  create any implication
that  there  has been no change in the  information  set forth  herein or in our
affairs since the date hereof.  This  prospectus does not constitute an offer to
sell  or a  solicitation  of an  offer  to  buy  the  Notes  by  anyone  in  any
jurisdiction  in which such offer or  solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.


                             -----------------------

                                TABLE OF CONTENTS

                              Prospectus Supplement
                                                              Page
                                                              ----
             Description of the Notes ........................ S-2
             Underwriting .................................... S-3

                                   Prospectus

              Table of Contents ...............................  2
              Where You Can Find More Information..............  2
              Information about Anheuser-Busch.................  3
              Use of Proceeds..................................  3
              Description of the Debt Securities ..............  4
              Book-Entry Debt Securities ...................... 10
              Plan of Distribution ............................ 11
              Legal Opinion ................................... 12
              Experts.......................................... 12


================================================================================


                                  $250,000,000


                               [GRAPHIC OMITTED]
                         ANHEUSER-BUSCH COMPANIES, INC.

                                   6.00% Notes
                               Due April 15, 2011

                            -----------------------

                                   UBS Warburg
                         Banc of America Securities LLC
                         Banc One Capital Markets, Inc.
                              Goldman, Sachs & Co.
                              Salomon Smith Barney


================================================================================