Prospectus Supplement
(To Prospectus dated July 23, 1997)

[GRAPHIC OMITTED]

Anheuser-Busch Companies, Inc.

$100,000,000
5.65% Notes due September 15, 2008

Interest payable March 15 and September 15

Issue price: 99.661%

The Notes will be represented by one or more global  certificates  registered in
the name of a nominee  of The  Depository  Trust  Company,  as  depositary  (the
"Depositary"). Beneficial interests in the Notes will be shown on, and transfers
thereof will be effected through,  records maintained by the participants in the
Depositary.  Except as described in the Prospectus,  Notes in certificated  form
will not be issued in exchange for the global securities.

Interest  on the Notes is  payable  on March 15 and  September  15 in each year,
commencing  March 15,  1999.  The Notes are not subject to  redemption  prior to
maturity  and will not be subject  to any  sinking  fund.  See  "Description  of
Notes."

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY  OR ADEQUACY  OF THIS  PROSPECTUS  SUPPLEMENT  OR THE  PROSPECTUS.  ANY
REPRESENTATION     TO     THE     CONTRARY     IS    A     CRIMINAL     OFFENSE.




- -----------------------------------------------------------------------
                                   Underwriting
                  Price to         discounts and      Proceeds to
                  public (1)       commissions (2)    company (1)(3)
- -----------------------------------------------------------------------
                                                 
Per Note          99.661%          .650%              99.011%
- -----------------------------------------------------------------------
Total             $99,661,000      $650,000           $99,011,000
- -----------------------------------------------------------------------


(1)  Plus accrued interest, if any, from September 18, 1998.

(2)  The  Company  has agreed to  indemnify  the  Underwriters  against  certain
     liabilities, including liabilities under the Securities Act of 1933.

(3)  Before deduction of expenses payable by the Company estimated at $100,000.

The  Notes  are  being   offered  by  the   Underwriters   as  set  forth  under
"Underwriting"  herein.  It is  expected  that the Notes  will be  delivered  in
book-entry form only, on or about September 18, 1998,  through the facilities of
the Depositary, against payment therefor in immediately available funds.

J.P. Morgan & Co.
                             Goldman, Sachs & Co.
                                                       Warburg Dillon Read LLC
September 15, 1998








     CERTAIN PERSONS  PARTICIPATING  IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT  STABILIZE,   MAINTAIN  OR  OTHERWISE   AFFECT  THE  PRICE  OF  THE  NOTES.
SPECIFICALLY,  THE  UNDERWRITERS  MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE,  NOTES IN THE OPEN MARKET.  FOR A DESCRIPTION  OF
THESE ACTIVITIES,  SEE  "UNDERWRITING." 

     No dealer,  salesman or any other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus  Supplement and the  accompanying  Prospectus in connection  with the
offer contained in this Prospectus  Supplement and the accompanying  Prospectus,
and, if given or made,  such other  information or  representations  must not be
relied upon as having been authorized by the Company or the  Underwriters.  This
Prospectus Supplement and the accompanying Prospectus do not constitute an offer
by the  Company or by any  Underwriter  to sell  securities  in any state to any
person to whom it is unlawful for the Company or such  Underwriter  to make such
offer in such state. Neither the delivery of this Prospectus  Supplement and the
accompanying   Prospectus  nor  any  sale  made  hereunder   shall,   under  any
circumstances,  create  an  implication  that  there  has been no  change in the
affairs of the Company since the date hereof.

                                TABLE OF CONTENTS

                              Prospectus Supplement

                                                                     Page
                                                                     ----

Description of Notes ..............................................   S-3

Recent Developments ...............................................   S-3

Underwriting ......................................................   S-4


                                   Prospectus

Available Information ..............................................    2

Incorporation of Documents by Reference ............................    2

The Company.........................................................    3

Use of Proceeds.....................................................    3

Description of Debt Securities .....................................    3

Book-Entry Securities...............................................    9

Plan of Distribution ...............................................   10

Legal Opinion ......................................................   11

Experts ............................................................   11



                                      S-2



                              DESCRIPTION OF NOTES

     The Notes offered hereby by Anheuser-Busch  Companies, Inc. (the "Company")
are to be issued under an Indenture dated as of August 1, 1995 (the "Indenture")
between the  Company and The Chase  Manhattan  Bank,  as Trustee,  which is more
fully  described  in the  accompanying  Prospectus  under  "Description  of Debt
Securities".

     The Notes will bear interest at the rate of 5.65% per annum from  September
18, 1998, payable semi-annually on each March 15 and September 15. Interest will
be paid to the persons in whose names the Notes are  registered  at the close of
business on the March 1 or September 1 preceding the payment date.

     The Notes will be issued in book-entry form, as a single 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 effected  only  through,
records  maintained by the Depositary and its participants.  Except as described
in  the  accompanying  Prospectus  under  "Book-Entry  Securities",   owners  of
beneficial interests in a global Note will not be considered the Holders thereof
and will not be entitled  to receive  physical  delivery of Notes in  definitive
form.

     The Notes will not be redeemable  prior to maturity and will not be subject
to any sinking fund.


                               RECENT DEVELOPMENTS

     On September 14, 1998, the Company  consummated  the exercise of its option
to purchase an additional 13.25% ownership in the operating  subsidiary of Grupo
Modelo,  S.A. de C.V. ("Grupo Modelo"),  for  approximately  US$556 million from
certain  shareholders of Grupo Modelo.  Following this  investment,  the Company
holds, directly and indirectly, 50.2% of Grupo Modelo and its subsidiaries,  and
the  Company's  total  investment is  approximately  US$1.6  billion.  The prior
controlling  shareholders  will  continue  to have  management  control of Grupo
Modelo and its subsidiaries.

     Grupo Modelo is Mexico's number one brewer and the leading exporter of beer
in Mexico.  Its best known brand,  Corona,  is the leading  imported beer in the
United States.



                                      S-3


                                  UNDERWRITING

     The  names of the  Underwriters  of the  Notes,  and the  principal  amount
thereof which each has severally agreed to purchase from the Company, subject to
the terms and conditions specified in the Underwriting  Agreement dated December
11, 1997 and the related  Terms  Agreement  dated  September  15,  1998,  are as
follows:

                                                             Principal Amount
Underwriters                                                     of Notes

J.P. Morgan Securities Inc..............................      $     60,000,000
Goldman, Sachs & Co.....................................            20,000,000
Warburg Dillon Read LLC  ...............................            20,000,000
                                                               ---------------
                                       Total............      $    100,000,000
                                                              ================

     J.P. Morgan Securities Inc. is the lead manager.  Goldman,  Sachs & Co. and
Warburg Dillon Read LLC are co-managers.

     If any Notes  are  purchased  by the  Underwriters,  all  Notes  will be so
purchased.  The  Underwriting  Agreement  contains  provisions  whereby,  if any
Underwriter  defaults in an  obligation  to purchase  Notes and if the aggregate
obligations  of  all  Underwriters  so  defaulting  do  not  exceed  $10,000,000
principal  amount of Notes,  the remaining  Underwriters,  or some of them, must
assume such obligations.

     The Notes are being initially  offered  severally by the  Underwriters  for
sale  directly  to the public at the price set forth on the cover  hereof  under
"Price to Public" and to certain  dealers at such price less a concession not in
excess of .40% of the principal amount.  The respective  Underwriters may allow,
and such dealers may reallow,  a concession  not exceeding .25% of the principal
amount on sales to certain  other  dealers.  The  offering  of Notes is made for
delivery when, as and if accepted by the  Underwriters and subject to prior sale
and to withdrawal, cancellation or modification of the offer without notice. The
Underwriters  reserve  the right to reject any order for the  purchase of Notes.
After the initial public  offering,  the public offering price and other selling
terms may be changed by the Underwriters.

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

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

     Mr.  Douglas A. Warner III, a director of the  Company,  is the  President,
Chief Executive  Officer and Chairman of the Board of Directors of J.P. Morgan &
Co.  Incorporated,  the parent corporation of J.P. Morgan Securities Inc. In the
ordinary course of their respective businesses,  J.P. Morgan Securities Inc. and
certain of its affiliates have engaged,  and expect in the future to engage,  in
investment banking or commercial banking transactions with the Company.








                                      S-4