AMENDMENT TO CONSULTING AND INDEMNIFICATION AGREEMENT This Amendment to Consulting and Indemnification Agreement ("Amendment") is between Anheuser- Busch Companies, Inc. ("A-BC") and James R. Jones (the "Director Designee"). WHEREAS, A-BC and Director...

                     AMENDMENT TO CONSULTING
                  AND INDEMNIFICATION AGREEMENT
                                
                                
     This Amendment to Consulting and Indemnification Agreement
("Amendment") is between Anheuser-Xxxxx Companies, Inc. ("A-BC")
and Xxxxx X. Xxxxx (the "Director Designee").

     WHEREAS, A-BC and Director Designee have entered into a
Consulting and Indemnification Agreement (the "Indemnification
Agreement") dated as of October 1, 1997;

     WHEREAS, A-BC and Director Designee have agreed to clarify
certain provisions in the Indemnification Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises
and the respective covenants and agreements, and upon the terms
and subject to the conditions hereinafter set forth, and
intending to be legally bound hereby, the parties do hereby agree
as follows:

     1.   Section 16(a) of the Indemnification Agreement is
hereby deleted and the following is hereby inserted in its place:

       (a)   At the option of A-BC, A-BC may terminate this
             Agreement  and its obligations hereunder by  written
             notice  to  the Director Designee delivered  to  his
             address as recorded upon the records of A-BC.   Upon
             receipt  by  Director Designee of such notice,  A-BC
             shall   have   no  further  obligations   hereunder;
             provided  that such termination shall not limit  the
             rights  of  the Director Designee or the obligations
             of  A-BC  with  respect to any  Indemnifiable  Event
             occurring prior to such termination.

     2.   This Amendment shall be effective and shall apply and
take effect as of the date of the Indemnification Agreement.  All
other provisions of the Indemnification Agreement that are not
explicitly modified hereby shall remain in full force and effect,
and this Amendment  shall be construed in connection with and as
part of the Indemnification Agreement.

     3.   This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such State
without giving effect to the principles of conflicts of laws.




1


     
     
     
     IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Amendment as of January 1, 1998.


                         ANHEUSER-XXXXX COMPANIES, INC.


                         
                         By:         /s/ W. Xxxxxxxx Xxxxx
                         ------------------------------------------------- 
                         Title: Vice President and Chief Financial Officer



                                    /s/ Xxxxx X. Xxxxx
                         -------------------------------------------------
                                        Xxxxx X. Xxxxx




































2