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                                                     Exhibit 24.1


                          POWER OF ATTORNEY
                          -----------------

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Anheuser-Busch Companies, Inc.
(hereinafter referred to as the "Company") hereby constitutes and
appoints August A. Busch III, W. Randolph Baker, and JoBeth G.
Brown, and each of them acting singly, the true and lawful agents
and attorneys, or agent and attorney, with full powers of
substitution, resubstitution and revocation, for and in the name,
place and stead of the undersigned to do any and all things and to
execute any and all instruments which said agents and attorneys, or
any of them, may deem necessary or advisable to enable the Company
to comply with the Securities Exchange Act of 1934, as amended, and
any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the 1998
Annual Report on Form 10-K of the Company, including specifically,
but without limiting the generality of the foregoing, full power
and authority to sign the name of each of the undersigned in the
capacities indicated below to the said 1998 Annual Report on Form
10-K to be filed with the Securities and Exchange Commission, and
to any and all amendments to said 1998 Annual Report on Form 10-K,
and each of the undersigned hereby grants to said attorneys and
agents, and to each of them singly, full power and authority to do
and perform on behalf of the undersigned every act and thing
whatsoever necessary or appropriate to be done in the premises as
fully as the undersigned could do in person, hereby ratifying and
confirming all that said attorneys and agents, or any of them, or
the substitutes or substitute of them or of any of them, shall do
or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents this 24th day of March, 1999.

             AUGUST A. BUSCH III
      ----------------------------------
            (August A. Busch III)
      Chairman of the Board and
      President and Director
      (Principal Executive Officer)


            W. RANDOLPH BAKER
      -----------------------------------
            (W. Randolph Baker)
      Executive Vice President - Chief
      Financial Officer
      (Principal Financial Officer)

            JOHN F. KELLY
      -----------------------------------
            (John F. Kelly)
      Vice President and Controller
      (Principal Accounting Officer)


            BERNARD A. EDISON
      -----------------------------------
            (Bernard A. Edison)
                 Director

             CARLOS FERNANDEZ G.
      -----------------------------------
            (Carlos Fernandez G.)
                   Director

            JOHN E. JACOB
      -----------------------------------
            (John E. Jacob)
               Director

               JAMES R. JONES
      -----------------------------------
              (James R. Jones)
                  Director

            CHARLES F. KNIGHT
      -----------------------------------
            (Charles F. Knight)
                  Director

            VERNON R. LOUCKS, JR.
      -----------------------------------
            (Vernon R. Loucks, Jr.)
                    Director

            VILMA S. MARTINEZ
      -----------------------------------
            (Vilma S. Martinez)
                  Director

            SYBIL C. MOBLEY
      -----------------------------------
            (Sybil C. Mobley)
                 Director

            JAMES B. ORTHWEIN
      -----------------------------------
            (James B. Orthwein)
                  Director

            WILLIAM PORTER PAYNE
      -----------------------------------
            (William Porter Payne)
                   Director

                JOYCE M. ROCHE
      -----------------------------------
                (Joyce M. Roche)
                    Director

             ANDREW C. TAYLOR
      -----------------------------------
            (Andrew C. Taylor)
                  Director

             DOUGLAS A. WARNER III
      -----------------------------------
            (Douglas A. Warner III)
                    Director

            WILLIAM H. WEBSTER
      -----------------------------------
            (William H. Webster)
                  Director

             EDWARD E. WHITACRE, JR.
      -----------------------------------
            (Edward E. Whitacre, Jr.)
                     Director