Armstrong, Teasdale, Schlafly & Davis
                                Attorneys at Law
                            One Metropolitan Square
                                   Suite 2600
                           St. Louis, Missouri 63102

                                  July 6, 1995

Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118

     Re:  Registration Statement on Form S-3 Relating to $648,000,000
               Principal Amount of Debt Securities

Gentlemen:
     Anheuser-Busch Companies, Inc.  (the "Company") proposes to  file with the
Securities  and  Exchange Commission  under  the  Securities  Act of  1933,  as
amended, a Registration  Statement on Form  S-3 (the "Registration  Statement")
relating to the proposed issuance from time to time by  the Company of its debt
securities  (the "Debt  Securities") in  aggregate  principal amount  of up  to
$648,000,000.  The Debt  Securities would be issued from time to time in one or
more  series (a  "Series")  under  one or  more  Indentures (the  "Indenture"),
between the  Company and  Chemical Bank, as  trustee, or  another trustee  (the
"Trustee"), the forms of which are exhibits to the Registration Statement.
     To enable  us to  render the  opinion set  forth below,  we have  examined
corporate records  of the Company and such other  documents and materials as we
have  considered relevant, and  have made such investigation  of matters of law
and of fact as we have considered appropriate.
     Based on the foregoing, we are of the opinion that:
          1.   The  Company is a  corporation duly organized,  validly existing
     and in good standing under the laws of the State of Delaware, and has full
     corporate power to execute and deliver the Debt Securities.
          2.   The execution  and  delivery  of the  Indenture  has  been  duly
     authorized by  all requisite  action on  the part  of the  Company.   Upon
     execution and  delivery of  the Indenture by  the Company,  and compliance
     with  the  procedures specified  in  the Indenture  relating  thereto, the
     issuance  of the  Debt  Securities  of the  several  Series  will be  duly
     authorized.   When the Debt Securities of the  several Series have been so
     authorized and executed  by the Company, authenticated by  the Trustee and
     delivered against  payment therefor, the  Debt Securities  of such  Series
     will  constitute  the  valid  and  binding  obligations  of  the  Company,
     enforceable  against it  in accordance  with their  terms, except  as such
     enforceability  may be  limited  by bankruptcy  and  other laws  affecting
     creditors' rights  generally as in  effect from time  to time,  and except
     that  the availability  of certain  equitable remedies  may be  limited by
     generally applicable equitable principles.
     We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we consent to the use of our name in the Registration  Statement
and the related Prospectus.

                              Very truly yours,

                              ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS

                              Armstrong, Teasdale, Schlafly & Davis