EXHIBIT 5

                                 BRYAN CAVE LLP
                            ONE METROPOLITAN SQUARE
                         211 NORTH BROADWAY, SUITE 3600
                         ST. LOUIS, MISSOURI 63102-2750
                                 (314) 259-2000
                           FACSIMILE: (314) 259-2020

                                  July 17, 1997


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

     Re: Registration Statement on Form S-3 Relating to $700,000,000
         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 $700,000,000.
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

Exhibit 5