Exhibit 5

                                 BRYAN CAVE LLP
                             ONE METROPOLITAN SQUARE
                           211 N. BROADWAY, SUITE 3600
                         ST. LOUIS, MISSOURI 63102-2750

Denis P. McCusker
(314) 259-2455


                                  May 24, 2000

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

            Re:      Registration Statement on Form S-3 Relating to $510,000,000
                     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 $510,000,000. 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 The Chase  Manhattan 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,

                                                BRYAN CAVE LLP