1
                                                               EX-10.10
                              FIRST AMENDMENT
                     TO ANHEUSER-BUSCH COMPANIES, INC.
                            EXCESS BENEFIT PLAN
                     --------------------------------
     
     
          Effective as of January 1, 1984, Anheuser-Busch Companies,

     Inc., a Delaware corporation (the "Company") established the

     Anheuser-Busch Companies, Inc. Excess Benefit Plan (the "Plan") to

     provide supplemental retirement benefits to Participants in the

     Anheuser-Busch Salaried Employees' Pension Plan.  Pursuant to

     Section 14 of the Plan and authority granted by the Board, the Plan

     is hereby amended, effective January l, 1986, as follows:

          1.  The Plan is hereby amended by adding a new Section 19 at

     the end thereof, to read as follows:

          "19. Change in Control.
               -----------------
     
               If a Change in Control (as defined herein) shall
          occur, then, notwithstanding anything to the contrary herein,
          the Participant's accrued benefit under the Plan to the date
          of such Change in Control shall be fully vested and
          nonforfeitable.  At any time prior to the occurrence of a
          Change in Control, a Participant may request, by completing an
          application form provided to such Participant by the Pension
          Committee administering the Plan, that payment of the present
          value of such accrued benefit shall be made to the Participant
          in a single sum as soon as practicable after the Change in
          Control.  For purposes hereof, present value shall be
          determined by utilizing the actuarial assumptions used under
          the Company's Salaried Employees' Pension Plan as in effect
          immediately prior to such Change in Control.  Within a
          reasonable time after the receipt by the Pension Committee of
          a completed application from a Participant requesting payment
          upon a Change in Control, as described above, but in any event
          prior to a Change in Control (unless circumstances make it
          otherwise impossible), the Pension Committee shall, in its
          sole discretion, determine whether to make such payment upon
          the occurrence of such Change in Control or to pay the
          Participant his accrued benefit in accordance with the
          provisions of the Plan 


2

                              - 2 -


          (other than this provision) as in effect immediately 
          prior to the Change in Control.  Notwithstanding the
          the provisions of Section 14 hereof, following a Change in
          Control, the provisions of this Section cannot be amended in
          any manner without the written consent of each individual who
          was a Participant immediately prior to a Change in Control.
     
               For purposes of this Section 19, a "Change in Control"
          shall occur if any "person" or "group" (within the meaning of
          Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
          1934, as amended (the "Act")) becomes the "beneficial owner"
          (as defined in Rule 13d-3 under the Act) of more than fifty
          percent (50%) of the then outstanding voting stock of the
          Company."
     
          2.  Except as provided hereinabove, the Plan is ratified and

     confirmed in all respects.

          IN WITNESS WHEREOF, Anheuser-Busch Companies, Inc. has

     executed this Amendment this 28th day of  May   , 1986.
                                  ----        -------
     
                                  ANHEUSER-BUSCH COMPANIES, INC.
     


                                  By s/JERRY E. RITTER
                                    ----------------------------
     (SEAL)

     Attest:


     s/JOBETH BROWN
     ---------------------
     (Assistant) Secretary

     4478J