S-3

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2001

                   Registration Statement No. 333-_________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3

                             Registration Statement


                                    Under the
                             Securities Act of 1933

- --------------------------------------------------------------------------------

                         ANHEUSER-BUSCH COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

               Delaware                                           43-1162835
     (State or other jurisdiction                               (IRS Employer
  of incorporation or organization)                          Identification No.)

                                 One Busch Place
                            St. Louis, Missouri 63118
                    (Address of principal executive offices) Registrant's
               telephone number including area code:
                                 (314) 577-2000

- --------------------------------------------------------------------------------

             JoBeth G. Brown                              Copies to:
       Vice President and Secretary                Denis P. McCusker, Esq.
      Anheuser-Busch Companies, Inc.                    Bryan Cave LLP
             One Busch Place                 One Metropolitan Square, Suite 3600
        St. Louis, Missouri 63118                 St. Louis, Missouri 63102
               314-577-2000                              314-259-2455
 (Name and address of agent for service)               Fax 314-259-6580

     Approximate date of commencement of proposed sale to the public:  From time
to time after the Registration Statement becomes effective.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box:                                                                         /_/
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box:                          /X/
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.                 /_/_____
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                                  /_/_____
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.                                              /X/

                         CALCULATION OF REGISTRATION FEE
================================================================================
        Title of each                   Amount                    Amount of
     class of securities                 to be                   registration
       to be registered               Registered                     fee
- -------------------------------- ---------------------- ------------------------
       Debt Securities              $1,000,000,000                $250,000
================================ ====================== ========================

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
================================================================================

================================================================================
     The information in this  prospectus is not complete and may be changed.  We
may not sell these securities  until the  registration  statement filed with the
Securities and Excjamge Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer is not permitted.

================================================================================


                   SUBJECT TO COMPLETION, DATED JULY 12, 2001




PROSPECTUS


[GRAPHIC OMITTED]
                                 $1,000,000,000


                         Anheuser-Busch Companies, Inc.


                                 Debt Securities

                     -------------------------------------

     This Prospectus describes Debt Securities which  Anheuser-Busch  Companies,
Inc. may issue and sell at various  times.  More detailed  information  is under
"Description of Securities."

     o    The Debt  Securities  may be  debentures,  notes  or  other  unsecured
          evidences of indebtedness.

     o    We may issue them in one or several series.

     o    The total  principal  amount of the Debt Securities to be issued under
          this  Prospectus  will not exceed  $1,000,000,000  (or the  equivalent
          amount in other currencies).

     o    We will  determine  the  terms  of  each  series  of  Debt  Securities
          (interest rates,  maturity,  redemption provisions and other terms) at
          the time of  sale,  and we will  specify  the  terms  in a  Prospectus
          Supplement  which we will deliver together with this Prospectus at the
          time of the sale.

     We may sell Debt Securities directly to investors or through  underwriters,
dealers or agents.  More  information  about the way we will distribute the Debt
Securities is under the heading "Plan of  Distribution."  Information  about the
underwriters  or agents  who will  participate  in any  particular  sale of Debt
Securities will be in the Prospectus  Supplement relating to that series of Debt
Securities.

     Our principal office is at One Busch Place, St. Louis,  Missouri 63118, and
our telephone number is (314) 577-2000.


                     -------------------------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these  securities,  or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                 The date of this Prospectus is _________, 2001.



      We have  not  authorized  anyone  to give any  information  or to make any
representations  concerning  the  offering of the Debt  Securities  except those
which are in this Prospectus or in the Prospectus  Supplement which is delivered
with this  Prospectus,  or which is referred  to under  "Where You Can Find More
Information."  If anyone  gives any other  information  or  representation,  you
should not rely on it. This Prospectus is not an offer to sell or a solicitation
of an offer to buy any  securities  other  than the Debt  Securities  which  are
referred to in the  Prospectus  Supplement.  This  Prospectus is not an offer to
sell or a solicitation of an offer to buy Debt  Securities in any  circumstances
in which the offer or  solicitation  is unlawful.  You should not  interpret the
delivery of this Prospectus,  or any sale of Debt  Securities,  as an indication
that there has been no change in our affairs since the date of this  Prospectus.
You should also be aware that  information  in this  Prospectus may change after
this date.

                                TABLE OF CONTENTS


            Table of Contents.................................2
            Where You Can Find More Information...............2
            Information About Anheuser-Busch..................3
            Use of Proceeds...................................3
            Description of The Debt Securities................4
               General........................................4
               Payments On Debt Securities; Transfers.........5
               Form and Denominations.........................5
               Certain Restrictions...........................5

               Modification Or Amendment of The Indenture.....7
               Defeasance.....................................8
               Events of Default, Notice and Waiver...........8
               Regarding The Trustee..........................9
            Book-Entry Debt Securities.......................10
            Plan of Distribution.............................11
            Legal Opinion....................................12
            Experts..........................................12


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC.  You may read and copy any of these  documents at the
SEC's  public  reference  room  in  Washington,  D.C.  Please  call  the  SEC at
1-800-SEC-0330  for further  information on the public  reference  room. Our SEC
filings  are also  available  to the  public at the SEC's  Internet  website  at
http://www.sec.gov.   The  SEC  allows  us  to   incorporate  by  reference  the
information  we file with  them,  which  means  that we can  disclose  important
information to you by referring you to those documents.

     The information  incorporated by reference is considered to be part of this
Prospectus,  and later information that we file with the SEC will  automatically
update and supersede this information. We incorporate by reference the documents
listed  below and any future  filings  made with the SEC under  Sections  13(a),
13(c), 14, or 15(d) of the Securities  Exchange Act of 1934 until we sell all of
the Debt Securities.

     o    Our Annual Report on Form 10-K for the year ended December 31, 2000.

     o    Our  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2001.

     You may receive a copy of any of these  filings,  at no cost, by writing or
telephoning the Corporate Secretary,  Anheuser-Busch Companies,  Inc., One Busch
Place, St. Louis, Missouri 63118, telephone 314-577-2000.

     We have filed with the SEC a  Registration  Statement  to register the Debt
Securities  under the  Securities  Act of 1933.  This  Prospectus  omits certain
information contained in the Registration  Statement, as permitted by SEC rules.
You may obtain copies of the  Registration  Statement,  including  exhibits,  as
noted in the first paragraph above.

                                       2


                        INFORMATION ABOUT ANHEUSER-BUSCH

     Anheuser-Busch Companies, Inc. ("Anheuser-Busch") is a Delaware corporation
that was  organized  in 1979 as the holding  company  parent of  Anheuser-Busch,
Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875. In
addition to ABI,  which is the world's  largest  brewer of beer, we are also the
parent  corporation  to a number of  subsidiaries  that  conduct  various  other
business  operations,  including those related to the production and acquisition
of brewing raw materials,  the  manufacture  and recycling of aluminum  beverage
containers and the operation of theme parks.

     These are our most important subsidiaries:

     o    ABI produces and distributes beer in a variety of containers primarily
          under the brand names Budweiser,  Bud Light, Bud Dry, Bud Ice, Bud Ice
          Light,  Michelob,  Michelob  Light,  Michelob  Golden Draft,  Michelob
          Golden Draft Light,  Michelob Black & Tan Lager,  Michelob Amber Bock,
          Michelob Honey Lager, Michelob Hefe-Weizen,  Busch, Busch Light, Busch
          Ice,  Natural  Light,   Natural  Ice,  King  Cobra,  Red  Wolf  Lager,
          ZiegenBock Amber, Hurricane Malt Liquor,  Hurricane Ice, Pacific Ridge
          Ale,  Tequiza,  "Doc" Otis Lemon,  "Doc" Otis Apple,  Killarney's  and
          Michelob  Marzen.  ABI's products also include three  non-alcohol malt
          beverages, O'Doul's, Busch NA and O'Doul's Amber.

     o    Anheuser-Busch   International,   Inc.  brews  and  distributes  ABI's
          products in  twenty-nine  European  countries  and sells under  import
          distribution agreements in more than 80 countries and U.S. territories
          and to the U.S.  military and diplomatic corps outside the continental
          United States.  Through subsidiaries,  it owns breweries in the United
          Kingdom  and China.  Our  products  are also brewed  under  license or
          contract brewing arrangements in Argentina,  Canada,  Ireland,  Italy,
          Japan, Korea, the Philippines and Spain. We have equity investments or
          joint ventures with brewers in Argentina, Chile and Mexico.

     o    Metal Container Corporation manufactures beverage cans at eight plants
          and  beverage  can  lids at three  plants  for sale to ABI and to soft
          drink  and  export  customers.  Anheuser-Busch  Recycling  Corporation
          recycles  aluminum  cans.  Precision  Printing  and  Packaging,   Inc.
          manufactures metalized and paper labels.

     o    Busch  Entertainment  Corporation  ("BEC") owns,  directly and through
          subsidiaries,  theme parks and entertainment facilities.  BEC operates
          Busch  Gardens  theme  parks  in  Tampa,   Florida  and  Williamsburg,
          Virginia,  Sea World  theme parks in Orlando,  Florida,  San  Antonio,
          Texas, and San Diego,  California and its newest park, Discovery Cove,
          in Orlando,  Florida.  BEC also  operates  water park  attractions  in
          Tampa,  Florida (Adventure  Island) and Williamsburg,  Virginia (Water
          Country,   U.S.A.) and an educational  play  park  for  children  near
          Philadelphia, Pennsylvania (Sesame Place).

                                 USE OF PROCEEDS

     Unless we indicate otherwise in the Prospectus Supplement which accompanies
this  Prospectus,  we intend to add the net  proceeds  from the sale of the Debt
Securities  to our  general  funds.  We expect to use the  proceeds  for general
corporate  purposes,   including  working  capital,   capital  expenditures  and
repayment of borrowings.  Before we use the proceeds for these purposes,  we may
invest them in short-term investments.

                                       3


                       DESCRIPTION OF THE DEBT SECURITIES

     This section  describes  some of the general terms of the Debt  Securities.
The Prospectus  Supplement describes the particular terms of the Debt Securities
we are offering. The Prospectus Supplement also indicates the extent, if any, to
which  these  general  provisions  may not  apply to the Debt  Securities  being
offered. If you would like more information on these provisions,  you may review
the Indenture which is filed as an exhibit to the  Registration  Statement which
is filed with the SEC. See "Where You Can Find More Information."

     We will issue the Debt  Securities  either under the Indenture  dated as of
July 1, 2001 between us and The Chase  Manhattan  Bank,  as trustee,  or under a
separate,  substantially identical indenture to be entered into between us and a
new  trustee.  We are  summarizing  certain  important  provisions  of the  Debt
Securities  and  the  Indenture.  This  is  not a  complete  description  of the
important  terms.  You should refer to the specific terms of the Indenture for a
complete  statement of the terms of the Indenture and the Debt Securities.  When
we use  capitalized  terms  which we do not define  here,  those  terms have the
meanings  given in the Indenture.  When we use  references to Sections,  we mean
Sections in the Indenture.

General

     The Debt Securities will be senior unsecured obligations of Anheuser-Busch.

     The  Indenture  does not limit the  amount of Debt  Securities  that we may
issue under the  Indenture,  nor does it limit other debt that we may issue.  We
may issue the Debt  Securities at various times in different  series and issues,
each of which may have different  terms.  The word "issue" means, for any series
of Debt  Securities,  that the  securities  have the same original issue date or
date from which interest  starts to accrue,  the same maturity date and the same
interest  rate  and  other  payment  terms  or that the  Company  has  otherwise
designated securities as part of the same issue. Unless we indicate otherwise in
the  Prospectus  Supplement  for any series or issue,  we may treat a subsequent
offering of Debt Securities as a part of the same issue as that series or issue.

     The  Prospectus  Supplement  relating  to the  particular  series  of  Debt
Securities we are offering includes the following  information  concerning those
Debt Securities:

     o    The title of the Debt Securities.

     o    The total principal amount of the series or issue of Debt Securities.

     o    The date on which the principal and interest will be paid,  the rights
          we or the  holders  may  have  to  extend  the  maturity  of the  Debt
          Securities  and any rights the holders may have to require  payment of
          the Debt Securities at any time.

     o    The interest rate on the Debt Securities.  We may specify a fixed rate
          or a variable  rate,  or a rate to be determined  under  procedures we
          will describe in the Prospectus Supplement,  and the interest rate may
          be subject to adjustment.

     o    The dates on which we will pay interest on the Debt Securities and the
          regular record dates for  determining  the holders who are entitled to
          receive the interest payments.

     o    Where  payments on the Debt  Securities  will be made,  if it is other
          than the office mentioned under "Payments on Debt Securities" below.

     o    If applicable,  the prices at which we may redeem all or a part of the
          Debt  Securities  and the time  periods  during  which we may make the
          redemptions.  The  redemptions  may be made  under a  sinking  fund or
          otherwise.

                                       4


     o    Any  obligation  we may have to redeem,  purchase  or repay any of the
          Debt Securities  under a sinking fund or otherwise or at the option of
          the holder,  and the prices,  time periods and other terms which would
          apply.

     o    Any  additional  Events of Default or covenants that will apply to the
          Debt Securities.

     o    The amounts we would be  required  to pay if the  maturity of the Debt
          Securities is accelerated, if it is less than the principal amount.

     o    If we will make payments on the Debt  Securities in any currency other
          than U.S. dollars, the currencies in which we will make the payments.

     o    If  applicable,  the terms  under  which we or a holder may elect that
          payments on the Debt  Securities be made in a currency other than U.S.
          dollars.

     o    If  amounts  payable on the Debt  Securities  may be  determined  by a
          currency index, information on how the payments will be determined.

     o    Any other special terms that may apply to the Debt Securities.

Payments on Debt Securities; Transfers

     We will make payments on the Debt  Securities to the persons in whose names
the  securities  are  registered at the close of business on the record date for
the interest  payments.  As explained under "Book-Entry  Securities"  below, The
Depository  Trust Company or its nominee will be the initial  registered  holder
unless the Prospectus Supplement provides otherwise.

     Unless we indicate  otherwise in the  Prospectus  Supplement,  we will make
payments on the Debt Securities at the trustee's office. For The Chase Manhattan
Bank, the office is now its Corporate  Trust Office,  450 West 33rd Street,  New
York,  New York 10001.  In the case of any other  trustee,  we will  specify the
office and address in the  Prospectus  Supplement or in an  attachment  thereto.
Transfers of Debt  Securities  can be made at the same offices.  (Sections  202,
301, 306 and 1002)

Form and Denominations

     Unless we otherwise indicate in the Prospectus Supplement:

     o    We will only  issue  the Debt  Securities  of each  series or issue in
          registered  form without  coupons in  denominations  of $1,000 and any
          integral multiple thereof.

     o    We will not charge any fee to register any transfer or exchange of the
          Debt Securities,  except for taxes or other governmental  charges,  if
          any. (Section 306)

Certain Restrictions

     Creation of Secured Indebtedness

     Under the Indenture, we and our Restricted Subsidiaries (defined below) may
not create,  assume,  guarantee or permit to exist any indebtedness for borrowed
money  which is secured  by a pledge  of, or a  mortgage  or lien on, any of our
Principal  Plants  (defined  below)  or on any of our  Restricted  Subsidiaries'
capital  stock,  unless we also provide equal and ratable  security for the Debt
Securities.  A "Restricted  Subsidiary" is a Subsidiary which owns or operates a
Principal  Plant,  unless  it is  incorporated  or has its  principal  place  of
business  outside the United States,  and any other subsidiary which we elect to
treat as a  Restricted  Subsidiary.  A  "Principal  Plant"  is a  brewery,  or a
manufacturing,  processing or packaging plant located in the United States,  but
does not include a plant which we determine is not of material importance to the
total  business  conducted  by us and  our  Subsidiaries,  any  plant  which  we
determine is used primarily for  transportation,  marketing or warehousing or at

                                       5

our option any plant that does not constitute part of the brewing  operations of
the Company and has a net book value of not more than $100,000,000.

     This restriction does not apply to:

     o    purchase money liens,

     o    liens existing on property when we acquire it or securing indebtedness
          which  we use to pay the cost of  acquisition  or  construction  or to
          reimburse us for that cost,

     o    liens on property of a Restricted  Subsidiary at the time it becomes a
          Restricted Subsidiary,

     o    liens to secure the cost of development or  construction  of property,
          or  improvements  of  property,  and which are  released or  satisfied
          within 120 days after completion of the development or construction,

     o    liens in connection  with the acquisition or construction of Principal
          Plants or additions thereto financed by tax-exempt securities,

     o    liens securing  indebtedness owing to us or to a Restricted Subsidiary
          by a Restricted Subsidiary,

     o    liens existing at July 1, 2001 (the date of the Indenture),

     o    liens required in connection with state or local governmental programs
          which provide financial or tax benefits,  as long as substantially all
          of the obligations secured are in lieu of or reduce an obligation that
          would have been secured by a lien permitted under the Indenture,

     o    extensions,  renewals or  replacements of the liens referred to above,
          or

     o    in connection  with  sale-leaseback  transactions  permitted under the
          Indenture. (Section 1006(a))

     There is an  additional  exception  as  described  below  under "10% Basket
Amount."

     If we become  obligated  to provide  security  for the Debt  Securities  as
described  above, we would also be required to provide  comparable  security for
most of our other outstanding indebtedness.

     Sale-Leaseback Financings

     Under the  Indenture,  neither we nor any  Restricted  Subsidiary may enter
into any sale and leaseback  transaction  involving a Principal Plant,  except a
sale by a Restricted  Subsidiary  to us or another  Restricted  Subsidiary  or a
lease not exceeding  three years,  by the end of which we intend to  discontinue
use of the  property,  and  except  for any  transaction  with a local  or state
authority that provides financial or tax benefits, unless:

     o    the net  proceeds  of the sale are at least  equal to the fair  market
          value of the property, and

     o    within 120 days of the transfer we repay Funded Debt  (defined  below)
          and/or  make   expenditures   for  the  expansion,   construction   or
          acquisition of a Principal Plant at least equal to the net proceeds of
          the sale. (Section 1007)

     There is an  additional  exception  as  described  below  under "10% Basket
Amount."

     Limitation on Funded Debt of Restricted Subsidiaries

     We may not permit any Restricted  Subsidiary to create, assume or permit to
exist any Funded Debt other than:

     o    Funded Debt  secured by a mortgage,  pledge or lien which is permitted
          under the  provisions  described  above  under  "Creation  of  Secured
          Indebtedness,"

     o    Funded Debt owed to us or any Restricted Subsidiary,

                                       6


     o    Funded  Debt  of a  corporation  existing  at the  time it  becomes  a
          Restricted Subsidiary,

     o    Funded Debt created in connection with, or with a view to,  compliance
          with the  requirements of any program,  law,  statute or regulation of
          any federal,  state or local governmental  authority and applicable to
          the Restricted  Subsidiary and providing  financial or tax benefits to
          the Restricted Subsidiary, and

     o    guarantees  existing  at July 1,  2001  (the  date of the  Indenture).
          (Section 1008(a))

     There is an  additional  exception  as  described  below  under "10% Basket
Amount."

     "Funded Debt" means all of our indebtedness  for money borrowed,  including
purchase money  indebtedness,  having a maturity of more than twelve months from
the date of determination or having a maturity of less than twelve months but by
its terms being  renewable or  extendible  beyond  twelve  months at our option,
subject only to conditions  which we are then capable of fulfilling,  and direct
guarantees of similar  indebtedness  for money  borrowed of others and any other
indebtedness we classify as long-term  indebtedness in our financial statements,
except that Funded Debt does not include:

     o    Any indebtedness of a person held in treasury by that person; or

     o    Any  indebtedness  with  respect  to which  sufficient  money has been
          deposited or set aside to pay the indebtedness; or

     o    Any amount representing capitalized lease obligations; or

     o    Any indirect guarantees or other contingent  obligations in respect of
          indebtedness of other persons; or

     o    Any  guarantees  with  respect  to  lease or  other  similar  periodic
          payments to be made by other persons.

     10% Basket Amount

     In addition to the exceptions  described  above under  "Creation of Secured
Indebtedness,"  "Sale-Leaseback  Financings"  and  "Limitation on Funded Debt of
Restricted  Subsidiaries," the Indenture allows additional secured indebtedness,
additional  sale-leaseback  financings and additional  Funded Debt of Restricted
Subsidiaries as long as the total of the additional indebtedness and Funded Debt
and  the  fair  market  value  of the  property  transferred  in the  additional
sale-leaseback  financings does not exceed 10% of our Net Tangible Assets.  "Net
Tangible  Assets"  means our total assets  including  those of our  subsidiaries
after deducting current liabilities (except for those which are Funded Debt) and
goodwill,  trade  names,  trademarks,  patents,  unamortized  debt  discount and
expense,  organization  and  developmental  expenses  and other like  segregated
intangibles.  Deferred  income taxes,  deferred  investment  tax credit or other
similar items will not be  considered  as a liability or as a deduction  from or
adjustment to total assets. (Sections 1006(d), 1007(c) and 1008(b))

     Merger

     We may consolidate with or merge into any other  corporation or transfer or
lease our properties and assets  substantially as an entirety as long as we meet
certain conditions,  including the assumption of the securities by any successor
corporation.  (Section 801) The Company is not restricted from  transferring its
aluminum can manufacturing business and related operations.

Modification or Amendment of the Indenture

     We may  modify and amend the  Indenture  if the  holders  of a majority  in
principal amount of the outstanding Debt Securities affected by the modification
or  amendment  consent,  except that no  supplemental  indenture  may reduce the
principal amount of or interest or premium payable on any Debt Security,  change

                                       7


the maturity date or dates of principal payments,  the interest payment dates or
other terms of payment, or reduce the percentage of holders necessary to approve
a modification or amendment of the Indenture, without the consent of each holder
of outstanding Debt Securities affected by the supplemental indenture.  (Section
902)

     We and the trustee may amend the Indenture without the holders' consent for
certain specified purposes, including any change which, in our counsel's
opinion, does not materially adversely affect the holders' interests. (Section
901)

Defeasance

     The  Indenture  includes   provisions   allowing  defeasance  of  the  Debt
Securities of any series. In order to defease Debt Securities,  we would deposit
with  the  Trustee  or  another  trustee  money or U.S.  Government  Obligations
sufficient  to  make  all  payments  on  those  Debt  Securities.  If we  make a
defeasance deposit with respect to your Debt Securities, we may elect either:

     o    to be discharged from all of our obligations on your Debt  Securities,
          except for our  obligations to register  transfers and  exchanges,  to
          replace  temporary  or  mutilated,  destroyed,  lost  or  stolen  Debt
          Securities,  to  maintain  an office or agency in  respect of the Debt
          Securities and to hold moneys for payment in trust; or

     o    to be  released  from our  restrictions  described  above  relating to
          liens,  sale-leaseback  transactions  and  Funded  Debt of  Restricted
          Subsidiaries.

     To  establish  the trust,  we must deliver to the Trustee an opinion of our
counsel that the holders of the Debt  Securities will not recognize gain or loss
for  Federal  income  tax  purposes  as a result of the  defeasance  and will be
subject to Federal income tax on the same amount,  in the same manner and at the
same  times as would  have  been the case if the  defeasance  had not  occurred.
(Article Thirteen)

Events of Default, Notice and Waiver

     An Event of Default in respect of any issue of Debt Securities means:

     o    default for 30 days in any payment of interest;

     o    default in payment of principal or premium at maturity,  or default in
          payment of any  required  redemption  or  sinking  fund  amount  which
          continues for 30 days;

     o    default in  performance  of or breach of any covenant in the Indenture
          which applies to the issue which continues for 90 days after notice to
          us by the Trustee or by the holders of 25% in principal  amount of the
          outstanding Debt Securities of the affected issues; and

     o    certain  events  of our  bankruptcy,  insolvency  and  reorganization.
          (Section 501)

     If an Event of Default  occurs and is  continuing in respect of one or more
issues,  either the  Trustee or the  holders of 25% in  principal  amount of the
outstanding  Debt  Securities  of those issues may declare the  principal of and
accrued  interest,  if any,  on all  securities  of those  issues  to be due and
payable.  If other specified Events of Default occur and are continuing,  either
the Trustee or the holders of 25% in principal  amount of the  outstanding  Debt
Securities of all issues may declare the principal of and accrued  interest,  if
any, on all the outstanding Debt Securities to be due and payable. (Section 502)

     Within 90 days after a default in respect of any issue of Debt  Securities,
the  Trustee  must give to the  holders of the Debt  Securities  of that  series
notice of all uncured and unwaived  defaults by us known to it. However,  except
in the case of default in payment,  the Trustee may withhold the notice if it in
good  faith  determines  that it is in the  interest  of the  holders.  The term

                                       8


"default" means, for this purpose,  the occurrence of any event that is or, upon
notice or lapse of time would be, an Event of Default. (Section 602)

     Before the Trustee is required to exercise  rights  under the  Indenture at
the request of holders, it is entitled to be indemnified by the holders, subject
to its duty,  during an Event of Default,  to act with the required  standard of
care. (Sections 601 through 612)

     A holder of a Debt Security will not be entitled to pursue any remedy under
the Indenture except under the following circumstances:

     o    the holder has notified the Trustee in writing of an Event of Default;

     o    holders  of at least 25% of the  outstanding  principal  amount of the
          Debt  Securities in respect of which the Event of Default has occurred
          have delivered a written request to the Trustee to pursue the remedy;

     o    the  holder or  holders  have  offered  to the  Trustee  a  reasonable
          indemnity  against the costs to be incurred by the Trustee in pursuing
          the remedy;

     o    the Trustee does not pursue the remedy for a period of 60 days; and

     o    the holders of a majority of the outstanding  principal  amount of the
          Debt  Securities in respect of which the Event of Default has occurred
          have not delivered written directions to the Trustee inconsistent with
          the initial written request from the holders described above. (Section
          507)

     The holders of a majority in principal amount of the outstanding securities
of any series  (voting as a single class) may direct the time,  method and place
of  conducting  any  proceeding  for any  remedy  available  to the  Trustee  or
exercising  any trust or power  conferred  upon the  Trustee  in  respect of the
securities of that series.
(Section 512)

     The holders of a majority in principal amount of the outstanding securities
of all series affected by a default (voting as a single class) may, on behalf of
the  holders  of all that  securities,  waive the  default  except a default  in
payment of the  principal  of or premium,  if any, or interest on any  security.
(Section  513) The  holders of a majority  in  principal  amount of  outstanding
securities of all series  entitled to the benefits  thereof  (voting as a single
class) may waive compliance with certain covenants under the Indenture. (Section
1010)

     We will furnish to the trustee, annually, a statement as to the fulfillment
by us of our obligations under the Indenture. (Section 1004)

Regarding the Trustee

     The Chase Manhattan Bank is the Trustee under the Indenture.  The Indenture
is dated as of July 1, 2001.  The Chase  Manhattan Bank also acts as trustee (or
successor  trustee) under other  Indentures  with us under which an aggregate of
approximately  $4.2 billion in principal  amount of  indebtedness  is issued and
outstanding.  The Chase Manhattan Bank also is a party to our credit  agreement,
under which it has committed to lend us up to $425 million,  and provides  other
commercial  and  investment  banking  services to us. An  affiliate of The Chase
Manhattan Bank has engaged,  and may in the future engage, in investment banking
and/or general financing and banking transactions with us.

     We can  remove  the  Trustee  of any series as long as there is no Event of
Default and no event that, upon notice or lapse of time or both, would become an
Event of  Default.  The  holders of a majority  of the  principal  amount of the
series  may also  remove  the  Trustee  at any time.  The  Indenture  prescribes
procedures by which the Trustee will be replaced, in the event of its removal.
(Section 610)

                                       9


                           BOOK-ENTRY DEBT SECURITIES

     The Prospectus  Supplement will indicate whether we are issuing the related
Debt Securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global  notes that will be  deposited  with
The Depository  Trust Company,  New York, New York, and will evidence all of the
Debt Securities of that series.  This means that we will not issue  certificates
to each holder.  We will issue one or more global  securities to DTC, which will
keep a computerized record of its participants (for example,  your broker) whose
clients have purchased the Debt  Securities.  The  participant  will then keep a
record of its clients who own the Debt  Securities.  Unless it is  exchanged  in
whole or in part for a security evidenced by individual  certificates,  a global
security  may not be  transferred,  except  that  DTC,  its  nominees  and their
successors may transfer a global security as a whole to one another.  Beneficial
interests in global  securities  will be shown on, and  transfers of  beneficial
interests in global notes will be made only through,  records  maintained by DTC
and its  participants.  Each  person  owning a  beneficial  interest in a global
security  must  rely  on the  procedures  of DTC  and,  if the  person  is not a
participant,  on the procedures of the participant through which the person owns
its  interest to exercise  any rights of a holder of Debt  Securities  under the
Indenture.

     The  laws  of  some  jurisdictions   require  that  certain  purchasers  of
securities such as Debt  Securities take physical  delivery of the securities in
definitive  form.  These  limits and laws may impair your  ability to acquire or
transfer beneficial interests in the global security.

     We will make payments on each series of book-entry  Debt  Securities to DTC
or its nominee,  as the sole registered owner and holder of the global security.
Neither Anheuser-Busch,  the Trustee nor any of their agents will be responsible
or liable  for any  aspect of DTC's  records  relating  to or  payments  made on
account  of  beneficial   ownership  interests  in  a  global  security  or  for
maintaining,  supervising  or  reviewing  any of DTC's  records  relating to the
beneficial ownership interests.

     DTC has advised us that, when it receives any payment on a global security,
it will immediately,  on its book-entry registration and transfer system, credit
the accounts of  participants  with payments in amounts  proportionate  to their
beneficial interests in the global security as shown on DTC's records.  Payments
by  participants  to you,  as an owner of a  beneficial  interest  in the global
security,  will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of the participants.

     A global security  representing a series will be exchanged for certificated
Debt  Securities  of that series if (a) DTC  notifies us that it is unwilling or
unable to  continue  as  Depositary  or if DTC  ceases to be a  clearing  agency
registered  under the  Securities  Exchange  Act of 1934 and we do not appoint a
successor  within 90 days or (b) we decide  that the  global  security  shall be
exchangeable.  If that occurs,  we will issue Debt  Securities of that series in
certificated form in exchange for the global security.  An owner of a beneficial
interest in the global security then will be entitled to physical  delivery of a
certificate for Debt Securities of the series equal in principal  amount to that
beneficial interest and to have those Debt Securities registered in its name. We
would issue the  certificates for the Debt Securities in denominations of $1,000
or any larger amount that is an integral  multiple  thereof,  and we would issue
them in registered form only, without coupons.

     DTC has informed us that it is a  limited-purpose  trust company  organized
under the New York Banking Law, a "banking  organization"  within the meaning of
the New York Banking Law, a member of the Federal  Reserve  System,  a "clearing
corporation"  within the meaning of the New York Uniform  Commercial Code, and a
"clearing agency" registered under the Securities  Exchange Act of 1934. DTC was
created  to hold  the  securities  of its  participants  and to  facilitate  the
clearance  and  settlement  of securities  transactions  among its  participants
through electronic  book-entry changes in accounts of the participants,  thereby
eliminating  the need for physical  movement of securities  certificates.  DTC's

                                       10


participants  include  securities  brokers and dealers,  banks, trust companies,
clearing  corporations,  and certain other  organizations,  some of whom (and/or
their  representatives)  own DTC.  Access  to DTC's  book-entry  system  is also
available to others,  such as banks,  brokers,  dealers and trust companies that
clear through or maintain a custodial  relationship  with a participant,  either
directly or indirectly.  The rules applicable to DTC and its participants are on
file with the SEC. No fees or costs of DTC will be charged to you.

                              PLAN OF DISTRIBUTION

     We may sell Debt  Securities  to or  through  one or more  underwriters  or
dealers,  and also may sell Debt  Securities  directly  to other  purchasers  or
through  agents.  These  firms  may also act as our  agents  in the sale of Debt
Securities.  Only  underwriters  named  in the  Prospectus  Supplement  will  be
considered as  underwriters  of the Debt  Securities  offered by the  Prospectus
Supplement.

     We may  distribute  Debt  Securities  at  different  times  in one or  more
transactions.  We may sell Debt Securities at fixed prices, which may change, at
market  prices  prevailing  at the  time  of  sale,  at  prices  related  to the
prevailing market prices or at negotiated prices.

     In connection with the sale of Debt  Securities,  underwriters  may receive
compensation  from  us or from  purchasers  of Debt  Securities  in the  form of
discounts,  concessions or  commissions.  Underwriters,  dealers and agents that
participate  in  the  distribution  of  Debt  Securities  may  be  deemed  to be
underwriters.  Discounts  or  commissions  they  receive and any profit on their
resale  of  Debt  Securities  may  be  considered   underwriting  discounts  and
commissions  under the Securities Act of 1933. We will identify any  underwriter
or agent, and we will describe any compensation, in the Prospectus Supplement.

     We may agree to indemnify underwriters,  dealers and agents who participate
in the distribution of Debt Securities  against certain  liabilities,  including
liabilities under the Securities Act of 1933.

     We may authorize  dealers or other persons who act as our agents to solicit
offers  by  certain  institutions  to  purchase  Debt  Securities  from us under
contracts  which provide for payment and delivery on a future date. We may enter
into these  contracts with  commercial and savings banks,  insurance  companies,
pension funds, investment companies, educational and charitable institutions and
others.  If we  enter  into  these  agreements  concerning  any  series  of Debt
Securities, we will indicate that in the Prospectus Supplement.

     In connection with an offering of Debt Securities,  underwriters may engage
in transactions  that stabilize,  maintain or otherwise  affect the price of the
Debt  Securities.  Specifically,  underwriters may over-allot in connection with
the offering,  creating a syndicate  short  position in the Debt  Securities for
their own account.  In addition,  underwriters  may bid for, and purchase,  Debt
Securities in the open market to cover short positions or to stabilize the price
of the Debt Securities.  Finally,  underwriters may reclaim selling  concessions
allowed for distributing the Debt Securities in the offering if the underwriters
repurchase previously distributed Debt Securities in transactions to cover short
positions, in stabilization  transactions or otherwise.  Any of these activities
may  stabilize  or  maintain  the  market  price  of the Debt  Securities  above
independent  market  levels.  Underwriters  are not required to engage in any of
these activities and may end any of these activities at any time.

     Unless  otherwise  indicated in the Prospectus  Supplement,  each series of
Debt  Securities  offered  will be a new  issue of  securities  and will have no
established  trading  market.  The Debt Securities may or may not be listed on a
national securities  exchange.  No assurance can be given as to the liquidity of
or the existence of trading markets for any Debt Securities.

                                       11


                                  LEGAL OPINION

     Bryan Cave LLP, St. Louis,  Missouri, as our counsel, has issued an opinion
as to the legality of the Debt Securities.

                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2000 have been so
incorporated   in  reliance  on  the  report  of   PricewaterhouseCoopers   LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

                                       12


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

     The following  table sets forth  estimated  expenses in connection with the
issuance and  distribution of the securities  being  registered,  assuming three
issuances of securities:

            Registration Fee ...........................    $      250,000
            Printing and Engraving......................    $       25,000*
            Trustee's Charges ..........................    $       20,000*
            Accounting Fees ............................    $       40,000*
            Rating Agency Fees .........................    $      174,000*
            Legal Fees .................................    $      100,000*
            Miscellaneous ..............................    $        6,000*
                                                            --------------
                     Total ............................     $      615,000*
                                                            ===============
     *  Estimated

Item 15.  Indemnification of Directors and Officers.

     The  Delaware  General  Corporation  Law permits the  indemnification  by a
Delaware  corporation  of its  directors,  officers,  employees and other agents
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,
whether civil, criminal,  administrative or investigative (other than derivative
actions which are by or in the right of the  corporation)  if they acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable  cause to believe  their conduct was unlawful.  A
similar standard of care is applicable in the case of derivative actions, except
that  indemnification  only  extends to  expenses  (including  attorneys'  fees)
incurred in connection with defense or settlement of such an action and requires
court approval before there can be any indemnification  where the person seeking
indemnification has been found liable to the corporation.

     The Registrant's  Restated Certificate of Incorporation  provides that each
person who was or is made a party to, or is  involved  in, any  action,  suit or
proceeding  by reason of the fact that he or she is or was a director or officer
of the  Registrant  (or  was  serving  at the  request  of the  Registrant  as a
director,  officer,  employee or agent for another entity) while serving in such
capacity will be  indemnified  and held  harmless by the  Registrant to the full
extent  authorized or permitted by Delaware law. The Restated  Certificate  also
provides that the  Registrant  may purchase and maintain  insurance and may also
create a trust fund, grant a security interest and/or use other means (including
establishing letters of credit, surety bonds and other similar arrangements) and
may enter into contracts providing for  indemnification,  to ensure full payment
of indemnifiable amounts.

     The  Registrant  has  entered  into  indemnification  agreements  with  its
directors and executive officers.

                                      II-1


Item 16.  Exhibits.

   Exhibit
   Number            Description of Exhibit
   -------           ----------------------

     1.1  Form of Underwriting  Agreement  (incorporated by reference to Exhibit
          1.1 to the Registrant's Registration Statement No. 333-31477).
     1.2  Form of Distribution Agreement.
     4.1  Indenture  dated as of July 1, 2001  between  the  Registrant  and The
          Chase Manhattan Bank, as Trustee.*
     4.2  Form  of  Indenture  to be  entered into between  the Registrant and a
          Trustee to be selected.*
     4.3  Form of Debt Security.*
     4.4  Form of Medium-Term Note  (incorporated by reference to Exhibit 4.4 to
          the Registrant's Registration Statement No. 333-31477).
     5    Opinion and consent of Bryan Cave LLP, counsel to the Registrant.
     23   Consent of PricewaterhouseCoopers LLP.
     24   Powers of Attorney  executed by certain of the officers and  directors
          of the Registrant.
     25   Form T-1,  Statement of Eligibility  under the Trust  Indenture Act of
          1939,  of The  Chase  Manhattan  Bank,  as  Trustee.

          * To be filed by amendment

Item 17.  Undertakings.

      The undersigned Registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made of
     the  securities  registered  hereby,  a  post-effective  amendment  to this
     registration  statement (i) to include any  prospectus  required by Section
     10(a)(3) of the Securities  Act of 1933;  (ii) to reflect in the prospectus
     any facts or events  arising after the effective  date of the  registration
     statement  (or the most recent  post-effective  amendment  thereof)  which,
     individually  or in the  aggregate,  represent a fundamental  change in the
     information set forth in the registration  statement;  notwithstanding  the
     foregoing, any increase or decrease in volume of securities offered (if the
     total dollar value of  securities  offered  would not exceed that which was
     registered)  and any  deviation  from the low or high end of the  estimated
     maximum  offering  range may be reflected in the form of  prospectus  filed
     with the Securities and Exchange  Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more than a 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement;  and (iii) to include any material  information  with respect to
     the plan of  distribution  not  previously  disclosed  in the  registration
     statement or any material  change to such  information in the  registration
     statement;   provided,   however,   that  the  undertakings  set  forth  in
     subparagraphs  (i) and (ii) above do not apply if the information  required
     to be  included  in a  post-effective  amendment  by  those  paragraphs  is
     contained in periodic reports filed with or furnished to the Securities and
     Exchange  Commission by the  Registrant  pursuant to Section 13 or 15(d) of
     the Securities  Exchange Act of 1934 that are  incorporated by reference in
     this registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                      II-2


      (3) To remove from registration by means of a post-effective amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

      (4) That, for purposes of determining  any liability  under the Securities
     Act of 1933,  each filing of the  Registrant's  annual  report  pursuant to
     section 13(a) or section 15(d) of the Securities  Exchange Act of 1934 that
     is incorporated by reference in the registration  statement shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

      (5) To file an application  for the purpose of determining the eligibility
     of the  trustee  (under  any  Indenture  entered  into with a trustee to be
     selected) to act under subsection (a) of section 310 of the Trust Indenture
     Act (the "TIA") in accordance with the rules and regulations  prescribed by
     the Commission under section 305(b)(2) of the TIA.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Registrant  pursuant to the  provisions  described  under Item 15 above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  and this  amendment  to be signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of St. Louis, State of Missouri, on July
12, 2001.

                             ANHEUSER-BUSCH COMPANIES, INC.

                             By:  /s/ JOBETH G. BROWN
                                 ----------------------------------------------
                                 (JoBeth G. Brown, Vice President and Secretary)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

       Signature                         Title                       Date

                                   Chairman of the Board and
                                        President and Director
     August A. Busch III*               (Principal Executive
- ---------------------------------       Officer)                   July 12, 2001
     (August A. Busch III)

                                   Vice President and Chief
                                          Financial Officer
      W. Randolph Baker*                (Principal Financial
- ---------------------------------       Officer)                   July 12, 2001
      (W. Randolph Baker)

                                   Vice President and
        John F. Kelly*                  Controller (Principal
- ---------------------------------       Accounting Officer)        July 12, 2001
        (John F. Kelly)

      Bernard A. Edison*
- ---------------------------------  Director                        July 12, 2001
      (Bernard A. Edison)

     Carlos Fernandez G.*
- ---------------------------------  Director                        July 12, 2001
     (Carlos Fernandez G.)

        John E. Jacob*
- ---------------------------------  Director                        July 12, 2001
        (John E. Jacob)

        James R. Jones*
- ---------------------------------  Director                        July 12, 2001
       (James R. Jones)

      Charles F. Knight*
- ---------------------------------  Director                        July 12, 2001
      (Charles F. Knight)

                                      II-4


- ---------------------------------  Director
    (Vernon R. Loucks, Jr.)

      Vilma S. Martinez*
- ---------------------------------  Director                        July 12, 2001
      (Vilma S. Martinez)

      James B. Orthwein*
- ---------------------------------  Director                        July 12, 2001
      (James B. Orthwein)

     William Porter Payne*
- ---------------------------------  Director                        July 12, 2001
    (William Porter Payne)

        Joyce M. Roche*
- ---------------------------------  Director                        July 12, 2001
       (Joyce M. Roche)

      Patrick T. Stokes*
- ---------------------------------  Director                        July 12, 2001
      (Patrick T. Stokes)

       Andrew C. Taylor*
- ---------------------------------  Director                        July 12, 2001
       (Andrew C. Taylor)

    Douglas A. Warner III*
- ---------------------------------  Director                        July 12, 2001
    (Douglas A. Warner III)


   Edward E. Whitacre, Jr.*
- ---------------------------------  Director                        July 12, 2001
   (Edward E. Whitacre, Jr.)



                          *       By: /s/ JOBETH G. BROWN
                                     ---------------------------------
                                              JoBeth G. Brown
                                              Attorney-in-Fact

                                      II-5


                                INDEX TO EXHIBITS

   Exhibit
   Number            Description of Exhibit
   -------           ----------------------

     1.1  Form of Underwriting  Agreement  (incorporated by reference to Exhibit
          1.1 to the Registrant's Registration Statement No. 333-31477).
     1.2  Form of Distribution Agreement.
     4.1  Indenture  dated as of July 1, 2001  between  the  Registrant  and The
          Chase Manhattan Bank, as Trustee.*
     4.2  Form  of  Indenture  to be  entered into between  the Registrant and a
          Trustee to be selected.*
     4.3  Form of Debt Security.*
     4.4  Form of Medium-Term Note  (incorporated by reference to Exhibit 4.4 to
          the Registrant's Registration Statement No. 333-31477).
     5    Opinion and consent of Bryan Cave LLP, counsel to the Registrant.
     23   Consent of PricewaterhouseCoopers LLP.
     24   Powers of Attorney  executed by certain of the officers and  directors
          of the Registrant.
     25   Form T-1,  Statement of Eligibility  under the Trust  Indenture Act of
          1939,  of The  Chase  Manhattan  Bank,  as  Trustee.

          * To be filed by amendment

                                      II-6

EX-1.2

                                                                     Exhibit 1.2


                         Anheuser-Busch Companies, Inc.

                                Medium-Term Notes

                             Distribution Agreement

[Agent(s)]

Dear Sirs:

     Anheuser-Busch  Companies,  Inc., a Delaware  corporation  (the "Company"),
confirms  its  agreement  with each of you with respect to the issue and sale by
the Company of up to $___________  aggregate principal amount of its Medium-Term
Notes  (or the  equivalent  thereof  in  other  currencies  including  composite
currencies)(the  "Securities").  The  Securities  are  to  be  issued  under  an
Indenture dated as of July 1, 2001 (the "Indenture") between the Company and The
Chase  Manhattan Bank (the  "Trustee") and will be issued in such currencies and
in such  denominations  thereof  and  will  bear  interest  at such  rates to be
provided in a supplement to the Prospectus referred to below.

     The  Company  hereby  appoints  each of you as its  agent  ("Agent"),  on a
non-exclusive  basis,  for the  purpose of  soliciting  offers to  purchase  the
Securities  from the Company by others and, on the basis of the  representations
and warranties herein contained,  but subject to the terms and conditions herein
set forth,  each of you agrees to use your  reasonable  best  efforts to solicit
offers to purchase Securities upon terms acceptable to the Company at such times
and in such amounts as the Company shall from time to time specify. In addition,
any  Agent  may  also  purchase  Securities  as  principal  pursuant  to a Terms
Agreement  (as  defined  herein)  relating to such sale in  accordance  with the
provisions of Section 2(b) hereof. Each of you shall communicate to the Company,
orally or in writing, each offer to purchase Securities received by you as Agent
which in the judgment of the Agent  should be  considered  by the  Company.  The
Company  shall have the sole right to accept offers to purchase  Securities  and
may  reject  any offer in whole or in part.  Each of you shall have the right to
reject any offer to  purchase  Securities  which the Agent  receiving  the offer
considers  to be  unacceptable,  and any such  rejection  shall  not be deemed a
breach of your agreements  contained  herein. In acting under this Agreement and
in  connection  with the  sale of any  Securities  by the  Company  (other  than
Securities  sold to any of you  pursuant to a Terms  Agreement),  each of you is
acting  solely as an Agent of the  Company  and does not assume  any  obligation
towards or relationship of agency or trust with any purchaser of the Securities.

     1.  Representations  and  Warranties.  The Company  represents and warrants
to and agrees with each of you as follows:

     (a) The  Company  meets  the  requirements  for use of Form S-3  under  the
Securities  Act of 1933 (the  "Act"),  and has  filed  with the  Securities  and
Exchange  Commission (the  "Commission")  a registration  statement on such Form
(Registration No.  333-_________)  which became effective on ___________,  2001,
for  the  registration  under  the  Act of  the  Securities.  Such  registration
statement, including the prospectus constituting a part thereof and the exhibits
thereto,  as amended at the date of the sale of any  Securities,  is hereinafter
referred to as the  "Registration  Statement."  The Indenture has been qualified
under  the  Trust  Indenture  Act of 1939 (the  "Trust  Indenture  Act") and the
Company has duly  authorized the issuance of the  Securities.  The  Registration
Statement, as amended at the date of this Agreement,  meets the requirements set
forth in Rule  415(a)(1)(x)  under the Act and  complies  in all other  material
aspects with said Rule. The Company  proposes to file with the  Commission  from
time to  time,  pursuant  to Rule  424(b)  under  the  Act,  supplements  to the
prospectus  relating to the Securities  included in the  Registration  Statement
which will describe certain terms of the Securities and prior to any such filing
will advise each of you of all further  information  (financial  and other) with
respect to the Company to be set forth therein.  Such  prospectus in the form in
which it appears in the Registration Statement is called the "Basic Prospectus".
The term  "Prospectus"  means the Basic Prospectus  together with the prospectus
supplement or supplements  specifically relating to any Securities sold pursuant
to this Agreement (the "Prospectus Supplement"),  as filed with, or included for
filing to, the  Commission  pursuant  to Rule 424 under the Act.  Any  reference
herein to the Registration  Statement,  Basic Prospectus and Prospectus shall be
deemed to refer to and include the documents  incorporated by reference  therein
pursuant to Item 12 of Form S-3 which were filed under the  Securities  Exchange
Act of 1934 (the "Exchange Act").

      (b) (i)  Each  document,  if any,  filed or to be  filed  pursuant  to the
Exchange Act and incorporated by reference in the Prospectus  complied,  or will
comply,  when so filed in all material  respects with such Act and the rules and
regulations thereunder,  (ii) each part of the Registration Statement (including
the documents  incorporated  by reference  therein),  filed with the  Commission

Exhibit 1.2


pursuant to the Act relating to the Securities, when such part became effective,
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  (iii) the  Registration  Statement and the  Prospectus
comply  and,  as amended or  supplemented,  if  applicable,  will  comply in all
material  respects  with  the Act  and  the  applicable  rules  and  regulations
thereunder and (iv) the Registration Statement and the Prospectus at the date of
the   Prospectus   Supplement  do  not  contain  and,  as  further   amended  or
supplemented,  if applicable, as of their respective dates, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
except that the representations and warranties set forth in this Section 1(b) do
not apply to  statements  or  omissions  in the  Registration  Statement  or the
Prospectus which are based upon information  furnished to the Company in writing
by each of you expressly for use therein.

     2.  Solicitations as Agent; Purchases as Principal.

      (a)  Solicitations  as  Agent.  On the  basis of the  representations  and
warranties herein contained,  but subject to the terms and conditions herein set
forth,  each of you will use your  reasonable  best efforts to solicit offers to
purchase  the  Securities  upon  the  terms  and  conditions  set  forth  in the
Prospectus as then amended or supplemented;  provided, however, that each of you
hereby represents and agrees that you will not make any  representations  or use
any  information  other than that set forth in the Prospectus as then amended or
supplemented or solicit any offer to purchase the Securities other than by means
of the Prospectus as then amended or supplemented.

     The Company reserves the right, in its sole discretion, to instruct each of
you to  suspend  at any  time,  for  any  period  of time  or  permanently,  the
solicitations of offers to purchase the Securities.  Upon receipt of notice from
the Company,  you will  forthwith  suspend  solicitations  of offers to purchase
Securities  from the Company until such time as the Company has advised you that
such solicitation may be resumed.  During the period of time that this Agreement
is  suspended  the Company  shall not be  required  to deliver  any  opinions or
letters in accordance with Sections 3(i) and (j); provided,  however,  that none
of you shall be required  to resume  soliciting  offers to  purchase  Securities
until the Company has delivered  such opinions or letters as requested by any of
you if any of the events described in Sections 3(i) and (j) have occurred during
the period of suspension.

     The Company agrees to pay each Agent, as consideration  for the sale of any
Securities  resulting from a solicitation  made by you, a commission in the form
of a discount  from the  principal  amount of each  Security sold by the Company
hereunder  equal to the  applicable  amounts  set forth in  Schedule  A attached
hereto or such other amounts as may be agreed to by the Company and such Agent.

     (b) Purchases as  Principal.  Each sale of Securities to an Agent acting as
principal  shall be made in  accordance  with the terms of this  Agreement and a
separate  agreement  which will provide for the sale of such  Securities and the
purchase and re-offering  thereof by such Agents who are parties  thereto.  Each
such separate  agreement  (which may be  substantially  in the form of Exhibit A
hereto or which may be an oral agreement  confirmed by an exchange of a standard
form of a  written  confirmation  between  an Agent and the  Company)  is herein
referred to as a "Terms Agreement". An Agent's commitment to purchase Securities
as  principal  whether  pursuant to a Terms  Agreement  in the form of Exhibit A
hereto or pursuant to such written  confirmation thereof shall be deemed to have
been made on the basis of the  representations  and  warranties  of the  Company
herein  contained  and shall be subject to the terms and  conditions  herein set
forth. Each agreement by an Agent to purchase  Securities as principal  (whether
pursuant to a Terms Agreement substantially in the form of Exhibit A hereto or a
written  confirmation  thereof) shall specify the principal amount of Securities
to be purchased  pursuant  thereto,  the maturity date thereof,  the price to be
paid to the  Company  for  such  Securities,  interest  rate and  interest  rate
formula,  if any,  applicable  to such  Securities  and any other  terms of such
Securities,  and the  time  and  place  of  delivery  of and  payment  for  such
Securities (the "Settlement  Date"). Such Terms Agreement shall also specify any
requirements  for officers'  certificates,  opinions of counsel and letters from
the independent public accountants of the Company pursuant to Section 4 hereof.

     Unless  otherwise  specified in the Terms  Agreement,  Securities  which an
Agent  purchases as principal may be resold to other dealers.  Any such sales in
connection  with fixed price  offerings  shall be at a discount  which shall not
exceed the amount set forth in the  Prospectus,  as amended or  supplemented  in
connection with the sale of such Securities.

     (c) Procedures. Each of you and the Company agree to perform the respective
duties and obligations specifically provided to be performed pursuant to written
administrative  procedures,  if  any,  as may be  agreed  by each of you and the

Exhibit 1.2                            2


Company from time to time (the "Procedures"). The Procedures may be amended only
by written agreement of the Company and each of you.

     (d) Delivery.  The documents  required to be delivered by Section 4 of this
Agreement  shall be  delivered  at your office not later than 6:00 p.m. New York
time on the date of the first  sale of  Securities  hereunder,  or at such other
time as you and the Company  may agree upon in writing as the  closing  date for
this Agreement (the "Closing Date").

     3. Agreements. The Company agrees with each of you that:

     (a) Prior to the termination of the offering of the Securities  pursuant to
this  Agreement,  the Company will not file any  amendment  of the  Registration
Statement or any Prospectus  Supplement  relating to the  Securities  unless the
Company has  previously  furnished to each of you a copy thereof for your review
and will not file any such proposed  amendment or supplement to which any of you
reasonably object;  provided,  however, that (1) the foregoing requirement shall
not apply  (i) to any of the  Company's  periodic  filings  with the  Commission
required  to be filed  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the
Exchange Act,  copies of which filings the Company will cause to be delivered of
you promptly after being mailed for filing with the  Commission,  or (ii) to any
supplements  which relate to securities  offered  pursuant to arrangements  with
other purchasers or agents,  and which do not relate to Securities being offered
by you and (2) in the case of a supplement  which  relates to  Securities  being
offered by some,  but not all, of the Agents,  the Company shall not be required
to provide a copy to the other  Agents.  In the case of such a supplement  which
does not relate to Securities  being  offered by any of the Agents,  the Company
will  provide a copy  thereof to at least one of the Agents for its review prior
to  filing  such  supplement  with  the  Commission.  Subject  to the  foregoing
sentence,  the Company will  promptly  cause each  Prospectus  Supplement  to be
mailed to the  Commission  for filing  pursuant to Rule 424(b) or will  promptly
cause each  Prospectus  Supplement to be filed with the  Commission  pursuant to
said  Rule.  The  Company  will  promptly  advise  you (i) of the  filing of any
amendment or supplement  (except as referred to above in this  paragraph) to the
Basic  Prospectus,  (ii) of the filing and effectiveness of any amendment to the
Registration Statement, (iii) of any request by the Commission for any amendment
to the Basic  Prospectus or for any additional  information in respect  thereof,
(iv)  of the  issuance  by the  Commission  of any  stop  order  suspending  the
effectiveness of the Registration Statement or the institution or threatening of
any  proceeding  for that  purpose  and (v) of the receipt by the Company of any
notification  with respect to any other  suspension of the  qualification of the
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its reasonable best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

     (b) If,  at any  time  when a  prospectus  relating  to the  Securities  is
required to be delivered under the Act, any event occurs or condition  exists as
a result of which the  Registration  Statement or the Prospectus as then amended
or supplemented would include an untrue statement of a material fact, or omit to
state any material fact necessary to make the statements  therein,  in the light
of the circumstances  under which they were made, not misleading,  or if, in the
opinion of the Company,  it is necessary at any time to amend or supplement  the
Registration Statement or the Basic Prospectus, as then amended or supplemented,
to  comply  with the Act,  the  Company  promptly  will  notify  you to  suspend
solicitation  of  offers to  purchase  Securities  and,  if so  notified  by the
Company,  you shall  forthwith  suspend  such  solicitation  and cease using the
Prospectus,  as then  amended or  supplemented;  and in such  circumstance,  the
Company shall amend or supplement the Registration  Statement or Prospectus,  as
then  amended  or  supplemented,  the  Company  will so advise you  promptly  by
telephone (with  confirmation in writing) and will prepare and cause to be filed
promptly with the  Commission  an amendment or  supplement  to the  Registration
Statement or Prospectus,  as then amended or supplemented,  which will include a
description  of such facts or events  and/or  will  correct  such  statement  or
omission or effect such  compliance and will supply such amended or supplemented
Prospectus  to  each  of you in such  quantities  as each of you may  reasonably
request;  and, if such amendment or supplement  and any documents,  certificates
and opinions  furnished to each of you pursuant to  paragraphs  (h), (i) and (j)
below  in  connection  with the  preparation  or  filing  of such  amendment  or
supplement are reasonably  satisfactory in all respects to each of you, upon the
filing of such amendment or supplement with the Commission or  effectiveness  of
an amendment to the  Registration  Statement you will resume the solicitation of
offers to purchase  Securities  hereunder.  Notwithstanding  the foregoing,  the
provisions of this Section may be modified by the parties in any Terms Agreement
or schedule thereto.

     (c) The Company will make generally  available to its security  holders and
to you as soon as  practicable  an earnings  statement  covering a  twelve-month
period  beginning  after the date of the sale of any Securities  hereunder which
shall  satisfy the  provisions  of Section  11(a) of the Act and the  applicable
rules and regulations thereunder.

     (d)  The  Company  will  furnish  to  you  without  charge  a  copy  of the

Exhibit 1.2                            3


Registration  Statement  including  exhibits  and,  if any  of  you so  request,
materials,  if any,  incorporated  by reference  therein and,  during the period
mentioned in Section 3(b) above, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments  thereto as
you may reasonably request. The terms "supplement" and "amendment" or "amend" as
used in this Agreement shall include all documents filed by the Company with the
Commission  subsequent  to the date of the  Basic  Prospectus,  pursuant  to the
Exchange  Act,  which  are  deemed  to  be  incorporated  by  reference  in  the
Prospectus.

     (e) The Company will arrange to qualify the  Securities  for offer and sale
under the securities or Blue Sky laws of such  jurisdictions as any of you shall
reasonably  request  and to pay all  expenses  (including  reasonable  fees  and
disbursements  of  counsel)  in  connection  with  such   qualification  and  in
connection  with the  determination  of the  eligibility  of the  Securities for
investment  under the laws of such  jurisdictions  as any of you may  designate;
provided,  however,  that the Company  shall not be  obligated to enter into any
general consent to service of process or to qualify as a foreign  corporation in
any jurisdiction in which it is not so qualified.

     (f) The Company will pay all expenses  incident to the  performance  of its
obligations under this Agreement,  including:  (i) the preparation and filing of
the  Registration  Statement and all amendments  thereto,  (ii) the preparation,
issuance and delivery of the Securities, (iii) the fees and disbursements of the
Company's  accountants  and of the Trustee and its counsel,  (iv) the reasonable
fees and  disbursements  of your counsel in connection  with the  preparation of
this Agreement and the prospectus supplement relating to the Securities, (v) the
qualification  of the Securities  under  securities  laws in accordance with the
provisions of Section 3(e),  including  filing fees and the reasonable  fees and
disbursements to counsel in connection therewith, (vi) the printing and delivery
to you in  quantities  as  hereinabove  stated  of  copies  of the  Registration
Statement and all  amendments  or  supplements  thereto,  (vii) the printing and
delivery to you of copies of the  Indenture,  (viii) any fees  charged by rating
agencies  for the  rating  of the  Securities,  (ix)  any  advertising  expenses
incurred with the approval of the Company and (x) the fees and expenses, if any,
incurred with respect to any filing with the National  Association of Securities
Dealers, Inc.

     (g)  Each  acceptance  by the  Company  of an  offer  for the  purchase  of
Securities  and  each  sale  of  Securities  to any of you  pursuant  to a Terms
Agreement  shall be deemed to be an  affirmation  that the  representations  and
warranties of the Company  contained in this  Agreement  and in any  certificate
theretofore  delivered to any of you pursuant hereto are true and correct in all
material  respects at the time of such  acceptance  or sale, as the case may be,
and an undertaking  that such  representations  and warranties  will be true and
correct in all material respects at the time of delivery to the purchaser or his
agent, or to each of you of the Securities  relating to such acceptance or sale,
as the  case may be,  as  though  made at and as of each  such  time  (and it is
understood  that  such  representations  and  warranties  shall  relate  to  the
Registration  Statement and the Basic  Prospectus as amended and supplemented to
each such time).

     (h) Each time the Registration Statement or the Basic Prospectus is amended
or supplemented (other than by an amendment or supplement providing solely for a
change in the interest  rates or  maturities  offered on the  Securities,  for a
change  deemed  immaterial  in  your  reasonable  opinion  or for the  terms  of
securities not being offered by you), or if so indicated in the applicable Terms
Agreement,  each time the Company  sells  Securities to any of you pursuant to a
Terms Agreement,  the Company will deliver or cause to be delivered forthwith to
the applicable  Agent a certificate of the Company signed by the Chairman of the
Board,  the  President,  the Vice  Chairman  of the Board,  the  Treasurer,  any
Assistant  Treasurer or any Vice President,  dated the date of the effectiveness
of such amendment or the date of filing of such supplement,  or the date of such
sale,  as the case may be, in form  reasonably  satisfactory  to the  applicable
Agent,  to the  effect  that the  statements  of the  Company  contained  in the
certificate  referred to in Section 4(c) which was last  furnished to such Agent
(either pursuant to Section 4(c) or pursuant to this Section 3(h)), are true and
correct as though made at and as of such time (except that such statements shall
be deemed to relate to the Registration  Statement and the Prospectus as amended
and supplemented to such time) or, in lieu of such certificate, a certificate of
the same tenor as the  certificate  referred to in Section 4(c)  relating to the
Registration  Statement and the  Prospectus as amended and  supplemented  to the
time of delivery of such certificate.

     (i) Each time the Registration Statement or the Basic Prospectus is amended
or supplemented (other than by an amendment or supplement providing solely for a
change in the interest  rates or  maturities  offered on the  Securities,  for a
change  deemed  immaterial  in  your  reasonable  opinion  or for the  terms  of
securities  not  being  offered  by you),  if in your  reasonable  judgment  the
information  contained in the  amendment or  supplement is of such a nature that
opinions of counsel  should be furnished,  or if so indicated in the  applicable
Terms  Agreement,  each time the Company sells Securities to any of you pursuant

Exhibit 1.2                            4


to a Terms  Agreement,  the  Company  shall  furnish  or cause  to be  furnished
forthwith to the applicable  Agent a written opinion of counsel for the Company.
Any such opinion shall be dated the date of the  effectiveness of such amendment
or the date of filing of such supplement,  or the date of such sale, as the case
may be, in a form  satisfactory  to such Agent and shall be of the same tenor as
the  opinion  referred  to in  Section  4(b)(i)  but  modified  to relate to the
Registration  Statement and the Basic  Prospectus as amended and supplemented to
the time of delivery of such  opinions.  In lieu of any  opinion,  counsel  last
furnishing  such an opinion to such Agent may  furnish to such Agent a letter to
the effect as though it were dated the date of such letter authorizing  reliance
on such last opinion (except that statements in such last opinion will be deemed
to relate to the Registration  Statement and the Basic Prospectus as amended and
supplemented to the time of delivery of such letter authorizing reliance).

     (j) Each time the Registration Statement or the Basic Prospectus is amended
or supplemented (other than by an amendment or supplement providing solely for a
change in the interest  rates or  maturities  offered on the  Securities,  for a
change  deemed  immaterial  in  your  reasonable  opinion  or for the  terms  of
securities  not being offered by you),  or to set forth amended or  supplemental
financial  information  which is included or  incorporated  by  reference in the
Registration  Statement  or the  Basic  Prospectus,  or if so  indicated  in the
applicable Terms Agreement, each time the Company sells Securities to any of you
pursuant  to a Terms  Agreement,  any of you may  request  in  writing  that the
Company cause its independent public accountants forthwith to furnish such Agent
with a letter, dated the date of the effectiveness of such amendment or the date
of filing of such supplement, or the date of such sale, as the case may be, in a
form  reasonably  satisfactory  to such  Agent,  of the same tenor as the letter
referred  to in  Section  4(d),  with  regard  to the  amended  or  supplemental
financial  information included or incorporated by reference in the Registration
Statement and the  Prospectus,  as amended or  supplemented  to the date of such
letter.  If the Company elects not to furnish the  requesting  Agent with such a
letter,  such Agent shall have no further obligation to purchase,  or to solicit
offers  to  purchase,  Securities  pursuant  to  this  Agreement  or  any  Terms
Agreement.

     (k) The  Company  will not  issue any  Securities  except as have been duly
authorized by all necessary corporate action on the part of the Company.

     4. Conditions of the Obligations of the Agent.  Your obligations to solicit
offers to  purchase  the  Securities  as Agent of the  Company  and to  purchase
Securities  pursuant to any Terms  Agreement  will be subject to the accuracy of
the  representations  and warranties on the part of the Company  herein,  to the
accuracy of the  statements of the Company's  officers made in each  certificate
furnished  pursuant to the provisions  hereof, to the performance and observance
by the Company of all covenants and agreements  herein  contained on its part to
be performed and observed and to the following additional conditions precedent:

     (a)  no  stop  order  suspending  the  effectiveness  of  the  Registration
Statement shall be in effect and no proceedings for that purpose shall have been
instituted or threatened,  and there shall have been no material  adverse change
in the  condition of the Company and its  subsidiaries,  taken as a whole,  from
that set forth in the  Registration  Statement or the  Prospectus  as amended or
supplemented to such date.

     (b) At the  Closing  Date,  each of you shall  have  received,  and at each
Settlement Date with respect to any applicable Terms Agreement, if called for by
such Terms  Agreement,  each of you who is a party to the Terms  Agreement shall
have received:

              (i) an opinion of the General Counsel or Associate General Counsel
         of the  Company  and of Bryan  Cave LLP,  each  dated as of such  date,
         substantially in the forms heretofore delivered to each of you; and

              (ii) the opinion,  dated as of such date, of your counsel, in form
         reasonably satisfactory to each of you.

     (c) On the Closing Date,  the Company  shall have  furnished to each of you
and at each  Settlement  Date with respect to any Terms  Agreement,  the Company
shall have  furnished  to the  applicable  Agent a  certificate  of the Company,
signed by the Chairman of the Board,  the  President,  the Vice  Chairman of the
Board, the Treasurer,  any Assistant Treasurer, or any Vice President,  dated as
of the Closing Date or such  Settlement  Date,  to the effect that the signer of
such certificate has examined the Registration Statement,  the Basic Prospectus,
any Prospectus Supplement and this Agreement and that:

              (i) the  representations  and  warranties  of the  Company in this
         Agreement  are true and correct in all  material  respects on and as of
         the date of such certificate, and the Company has complied with all the
         agreements and satisfied all the conditions on its part to be performed
         or satisfied at or prior to the date of such certificate;

Exhibit 1.2                            5


              (ii)  no  stop  order   suspending   the   effectiveness   of  the
         Registration  Statement  has been  issued and no  proceedings  for that
         purpose  have  been   instituted   or,  to  the  Company's   knowledge,
         threatened; and

              (iii)  since  the date of the  most  recent  financial  statements
         included or incorporated by reference in the Prospectus,  as amended or
         supplemented,  there  has  been  no  material  adverse  change  in  the
         condition of the Company and its  subsidiaries,  taken as a whole, from
         that set forth in the  Registration  Statement  and the  Prospectus  as
         amended or supplemented.

     (d) On the Closing Date the Company's  independent public accountants shall
have  furnished to each of you and at each  Settlement  Date with respect to any
Terms  Agreement,  if  called  for  by  such  Terms  Agreement,   the  Company's
independent  public  accountants  shall have furnished to the applicable Agent a
letter or letters, dated as of the Closing Date or such Settlement Date, in form
and  substance   reasonably   satisfactory  to  you  confirming  that  they  are
independent  accountants  within the meaning of the Act and the Exchange Act and
the  respective  applicable  published  rules and  regulations  thereunder,  and
containing  statements  and  information  of the  type  ordinarily  included  in
accountants'  "comfort  letters" to  underwriters  with respect to the financial
statements and certain  financial  information  contained in or  incorporated by
reference into the Registration Statement and the Prospectus.

     (e) On the Closing Date,  and at each  Settlement  Date with respect to any
Terms  Agreement,  the  Company  shall  have  furnished  to  each  of  you  such
appropriate further  information,  certificates and documents as each of you may
reasonably request.

     5. Indemnification.

     (a) The Company  agrees to indemnify and hold harmless each of you and each
person,  if any, who controls any of you within the meaning of either Section 15
of the Act or  Section  20 of the  Exchange  Act  from and  against  any and all
losses,  claims,  damages or  liabilities  (including  the  reasonable  fees and
expenses  of  counsel  in  connection   with  any   governmental  or  regulatory
investigation  or proceeding)  caused by any untrue  statement or alleged untrue
statement  of a  material  fact  contained  in  the  Registration  Statement  as
originally  filed or in any amendment  thereof or the Prospectus (if used within
the  period  set forth in  paragraph  (b) of  Section 3 hereof and as amended or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto),  or caused by any  omission  or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading;  provided,  however, that the Company will not be liable in any such
case to the extent that any such loss,  claim,  damage or liability is caused by
any such untrue  statement  or alleged  untrue  statement or omission or alleged
omission made therein based upon information furnished in writing to the Company
by any of you specifically for use in connection with the preparation thereof.

     (b) Each Agent agrees severally to indemnify and hold harmless the Company,
its directors,  its officers who sign the Registration  Statement and any person
controlling  the Company to the same extent as the foregoing  indemnity from the
Company to each of you, but only with reference to information  relating to such
Agent furnished in writing by such Agent  expressly for use in the  Registration
Statement or the Prospectus.

     (c) In case any proceeding (including any governmental investigation) shall
be instituted  involving any person in respect of which  indemnity may be sought
pursuant to either  paragraph  (a) or (b) above,  such person (the  "indemnified
party")  shall  promptly  notify the person  against whom such  indemnity may be
sought (the  "indemnifying  party") in writing and the indemnifying  party, upon
request of the indemnified party,  shall retain counsel reasonably  satisfactory
to the indemnified  party to represent the indemnified  party and any others the
indemnifying  party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall not, in connection with any proceeding or related  proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified parties and that all
such reasonable fees and expenses shall be reimbursed as they are incurred. Such
firm shall be  designated  in writing by you in the case of parties  indemnified

Exhibit 1.2                            6


pursuant  to  paragraph  (b) above  and by the  Company  in the case of  parties
indemnified pursuant to paragraph (a) above. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
but if  settled  with  such  consent  or if  there be a final  judgment  for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment.

     6. Position of the Agent. In soliciting  offers to purchase the Securities,
each of you is acting  solely as agent for the  Company,  and not as  principal.
Each of you shall use your  reasonable  best  efforts to assist  the  Company in
obtaining  performance by each purchaser whose offer to purchase  Securities has
been solicited by each of you and accepted by the Company, but none of you shall
have  any  liability  to the  Company  in the  event  any such  purchase  is not
consummated for any reason.

     7. Termination.  This Agreement may be terminated at any time either by the
Company  or by any Agent  with  respect  to such  Agreement  upon the  giving of
written  notice of such  termination  to the  other  parties  hereto.  Any Terms
Agreement may be terminated, immediately upon notice to the Company, at any time
prior to the  Settlement  Date  relating to a Terms  Agreement (i) if, after the
date of execution of the Terms  Agreement,  there has been, since the respective
dates  as of  which  information  is given  in the  Registration  Statement,  as
amended, any material adverse change or any development that would reasonably be
expected to result in a material  adverse change in the condition of the Company
and its subsidiaries,  taken as a whole, or (ii) if, after the date of execution
of the Terms  Agreement,  there has  occurred  any  outbreak  or  escalation  of
hostilities  or other  calamity  or crisis the effect of which on the  financial
markets  of the  United  States  is  such  as to  make  it,  in  your  judgment,
impracticable to market the Securities, or (iii) if trading generally on the New
York  Stock  Exchange  has been  suspended  or  materially  limited or a general
moratorium on commercial  banking activities has been declared by either Federal
or New York State authorities.  In the event of termination of this Agreement or
any Terms  Agreement,  no party shall have any  liability  to the other  parties
hereto,  except as provided in Sections  2(a),  3(b),  3(c),  3(f),  5 and 6 and
except  that,  if at the time of  termination  an offer to  purchase  any of the
Securities  has been  accepted  by the  Company  but the time of delivery to the
purchaser or its agent of the Security or  Securities  relating  thereto has not
occurred,  the Company's obligations provided in Sections 2(b), 2(c), 3(a), 3(g)
through 3(k) and 4 shall not be terminated.

     8. Representations and Indemnities to Survive.  The respective  agreements,
representations,  warranties, indemnities and other statements of the Company or
its officers and each of you set forth in or made pursuant to this  Agreement or
any Terms  Agreement  will  remain in full force and effect,  regardless  of any
investigation  made by or on behalf of any of you or the  Company  or any of the
officers,  directors or controlling persons referred to in Section 5 hereof, and
will  survive  delivery of and payment for the  Securities.  The  provisions  of
Sections  2(a),   3(f),  5  and  6  hereof  shall  survive  the  termination  or
cancellation of this Agreement or any Terms Agreement.

     9. Notices.  All  communications hereunder will be in writing and effective
only on receipt, and, if sent to any of you, will be mailed, delivered, sent via
facsimile at the following addresses:





or,  if sent to the  Company,  will be  mailed,  delivered,  sent via  facsimile
transmission  (314-577-765-9005),  Attention: Vice President and Treasurer; with
copies to the Vice President and Secretary and to the Vice President and General
Counsel at the same  address.  Such  addresses for notices may be changed by any
party by written notice to the others as aforesaid.

     10.  Successors.  This Agreement and any Terms  Agreement will inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and the officers and directors and controlling persons referred to in
Section  5  hereof,  and no  other  person  will  have any  right or  obligation
hereunder.

     11.  Applicable Law. This  Agreement  will be governed by and  construed in
accordance with the laws of the State of New York.

Exhibit 1.2                            7


     If the foregoing is in accordance with your understanding of our agreement,
please  sign and return to us the  enclosed  duplicate  hereof,  whereupon  this
letter and your  acceptance  shall  represent  a binding  agreement  between the
Company and each of you.

                                                  Very truly yours,

                                                  ANHEUSER-BUSCH COMPANIES, INC.

                                                  By:

                                                  Title:

The  foregoing  Agreement is hereby  confirmed and accepted as of the date first
above written.

[AGENT(S)]

By:


Title:







Exhibit 1.2                            8


                                   Schedule A
                               Maturity Range Fee

         Maturity Range                                                Fee





















Exhibit 1.2

                       Exhibit A To Distribution Agreement

                              [Title Of Securities]

                                 Terms Agreement

                                     [Date]

[Underwriter/Distribution Agent]

Dear Sirs:

     Anheuser-Busch  Companies,  Inc. (the "Company")  proposes,  subject to the
terms and  conditions  stated herein and in the  Distribution  Agreement,  dated
_______________  (the  "Distribution  Agreement"),  between  the Company and the
Agents  named  therein to issue and sell to you, as  principal,  the  securities
specified  in the  Schedule  hereto (the  "Purchased  Securities").  Each of the
provisions of the Distribution  Agreement is incorporated herein by reference in
its entirety (except as otherwise provided in the Schedule hereto), and shall be
deemed to be part of this Agreement to the same extent as if such provisions had
been set forth in full herein.  Capitalized  terms not defined herein shall have
the meanings set forth in the Distribution Agreement.

     Nothing  contained  herein shall make you an agent of the Company.  Each of
the  representations  and  warranties  set forth therein shall be deemed to have
been  made at and as of the  date of this  Terms  Agreement,  except  that  each
representation  and warranty with respect to the  Prospectus in Section 1 of the
Distribution Agreement shall be deemed to be a representation and warranty as of
the date of the Distribution Agreement in relation to the Prospectus (as therein
defined),  and also a  representation  and warranty as of the date of this Terms
Agreement  in  relation  to  the  Prospectus   Supplement  (as  defined  in  the
Distribution Agreement) which relates to the Purchased Securities.

     A Prospectus Supplement relating to the Purchased  Securities,  in the form
heretofore delivered to you, is now proposed to be filed with the Commission.

     Subject  to  the  terms  and   conditions  set  forth  herein  and  in  the
Distribution Agreement  incorporated herein by reference,  the Company agrees to
issue and sell to you and you agree to purchase  from the Company the  Purchased
Securities,  at the time and place and in the principal  amount set forth in the
Schedule hereto.

                      [procedures for payment and purchase]

     If the foregoing is in accordance with your understanding,  please sign and
return to us three  counterparts  hereof,  and upon acceptance  hereof by you of
this  letter and such  acceptance  hereof,  including  those  provisions  of the
Distribution  Agreement  incorporated  herein by reference,  shall  constitute a
binding agreement between you and the Company.

     This Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid  transmission  device designed to produce a written record of
communications transmitted.

                                                  ANHEUSER-BUSCH COMPANIES, INC.

                                                  By:

                                                         Authorized Officer
Accepted:

[UNDERWRITER/DISTRIBUTION AGENT]


By:


Title:


Exhibit 1.2                            A-1



                          [Schedule to Terms Agreement]

Title of Purchased Securities:


Aggregate Principal Amount:

Denominations:

Price to Public:

Purchase Price:

Specified Funds for Payment of Purchase Price:

Maturity:

Interest Rate:

Interest Payment Dates:

Initial Redemption Percentage:

Annual Redemption Percentage Reduction:

Time of Delivery:

Closing Location:

Closing Documents:







Exhibit 1.2                            A-2

EX-5

                                                                       Exhibit 5


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

DENIS P. MCCUSKER                                                 (314) 259-2455



                                  July 12, 2001

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

     Re:  Registration   Statement  on  Form  S-3  Relating  to   $1,000,000,000
          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 $1,000,000,000.
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,

                                              /s/ BRYAN CAVE LLP

EX-23

                                                                      Exhibit 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report  dated  February  6, 2001  relating  to the
financial  statements,  which appears in the 2000 Annual Report to Shareholders,
which is incorporated by reference in  Anheuser-Busch  Companies,  Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2000. We also consent to the
incorporation  by reference of our report dated February 6, 2001 relating to the
financial statement schedule,  which appears in such Annual Report on Form 10-K.
We also  consent to the  reference  to us under the  heading  "Experts"  in such
Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

St. Louis, Missouri
July 12, 2001

EX-24

                                                                      Exhibit 24


                         ANHEUSER-BUSCH COMPANIES, INC.
                                POWER OF ATTORNEY

         Each  of the  undersigned  directors  and  officers  of  Anheuser-Busch
Companies, Inc., a Delaware corporation (the "Company"),  hereby appoints August
A. Busch III, W. Randolph  Baker,  JoBeth G. Brown and William J. Kimmins,  Jr.,
and each of them acting singly,  the true and lawful agents and attorneys of the
undersigned,  with full power of  substitution,  to do all things and to execute
all instruments  which any of them may deem necessary or advisable to enable the
Company to comply with the  Securities  Act of 1933, as amended,  and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect  thereof,  in connection with the proposed  registration  under said Act
pursuant to a Registration  Statement on Form S-3 of the debt  securities of the
Company in a principal amount not to exceed  $1,000,000,000;  this authorization
to include  the  authority  to sign the name of each of the  undersigned  in the
capacities  indicated  below to the said proposed  Registration  Statement to be
filed with the Securities and Exchange Commission in respect of said securities,
and to any amendments to said proposed Registration Statement.

         IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
Power of Attorney as of June 27, 2001.

       /s/ AUGUST A. BUSCH III                     /s/ W. RANDOLPH BAKER
- ---------------------------------------     ------------------------------------
         August A. Busch III                         W. Randolph Baker
        Chairman of the Board                       Vice President and
            and President                         Chief Financial Officer
    (Principal Executive Officer)              (Principal Financial Officer)

          /s/ JOHN F. KELLY                        /s/ BERNARD A. EDISON
- ---------------------------------------     ------------------------------------
            John F. Kelly                            Bernard A. Edison
    Vice President and Controller                        Director
   (Principal Accounting Officer)

       /s/ CARLOS FERNANDEZ G.                       /s/ JOHN E. JACOB
- ---------------------------------------     ------------------------------------
         Carlos Fernandez G.                           John E. Jacob
              Director                                   Director

         /s/ JAMES R. JONES                        /s/ CHARLES F. KNIGHT
- ---------------------------------------     ------------------------------------
           James R. Jones                            Charles F. Knight
              Director                                   Director

                                                   /s/ VILMA S. MARTINEZ
- ---------------------------------------     ------------------------------------
        Vernon R. Loucks, Jr.                        Vilma S. Martinez
              Director                                   Director

        /s/ JAMES B. ORTHWEIN                    /s/ WILLIAM PORTER PAYNE
- ---------------------------------------     ------------------------------------
          James B. Orthwein                        William Porter Payne
              Director                                   Director

         /s/ JOYCE M. ROCHE                        /s/ PATRICK T. STOKES
- ---------------------------------------     ------------------------------------
           Joyce M. Roche                            Patrick T. Stokes
              Director                                   Director

        /s/ ANDREW C. TAYLOR                     /s/ DOUGLAS A. WARNER III
- ---------------------------------------     ------------------------------------
          Andrew C. Taylor                         Douglas A. Warner III
              Director                                   Director

     /s/ EDWARD E. WHITACRE, JR.
- ---------------------------------------
       Edward E. Whitacre, Jr.
              Director

EX-25

                                                                      Exhibit 25

       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  ---------------------------------------------
                         Anheuser-Busch Companies, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                              43-1162835
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

One Busch Place
St. Louis, Missouri                                                        63118
(Address of principal executive offices)                              (Zip Code)

           ----------------------------------------------------------
                                 Debt Securities
                       (Title of the indenture securities)

        -----------------------------------------------------------------



                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a)  Name  and address of each  examining or  supervising  authority to
              which it is subject.

              New York State Banking Department, State House,  Albany,  New York
              12110.

              Board  of  Governors of the Federal  Reserve  System,  Washington,
              D.C., 20551

              Federal  Reserve  Bank  of  New  York,  District No. 2, 33 Liberty
              Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.


         (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor.

         If the  obligor is an  affiliate  of the  trustee,  describe  each such
affiliation.

         None.


                                       -2-



Item 16.   List of Exhibits

           List  below  all  exhibits  filed  as a part  of  this  Statement  of
Eligibility.

           1. A copy of the  Articles  of  Association  of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980,  September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed  in  connection  with  Registration  Statement  No.  333-06249,  which  is
incorporated by reference).

           2. A copy of the  Certificate of Authority of the Trustee to Commence
Business  (see  Exhibit  2 to Form T-1  filed in  connection  with  Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection  with the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank
(National  Association),  Chemical Bank, the surviving corporation,  was renamed
The Chase Manhattan Bank).

           3. None,  authorization  to exercise  corporate  trust  powers  being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing  By-Laws of the Trustee (see  Exhibit 4 to
Form T-1 filed in  connection  with Registration Statement No. 333-76439,  which
is incorporated by reference).

           5.  Not applicable.

           6. The consent of the Trustee  required by Section  321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with  Registration  Statement No.
33-50010,  which is incorporated  by reference.  On July 14, 1996, in connection
with  the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank  (National
Association),  Chemical Bank, the surviving  corporation,  was renamed The Chase
Manhattan Bank).

           7. A  copy  of  the  latest  report  of  condition  of  the  Trustee,
published  pursuant  to  law or the requirements of its supervising or examining
authority.

           8.  Not applicable.

           9.  Not applicable.

                                    SIGNATURE

     Pursuant  to the  requirements  of the  Trust  Indenture  Act of  1939  the
Trustee,  The Chase Manhattan  Bank, a corporation  organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 12th day of July, 2001.

                                THE CHASE MANHATTAN BANK

                                By   /s/ ROBERT S. PESCHLER
                                   ---------------------------------------------
                                    Robert S. Peschler, Assistant Vice President


                                       -3-


                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                    at the close of business March 31, 2001,
                  in accordance with a call made by the Federal
                  Reserve Bank of this District pursuant to the
                     provisions of the Federal Reserve Act.

                                                                  Dollar Amounts
                     ASSETS                                        in Millions

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ............................................   $  19,899
     Interest-bearing balances ....................................      23,359
Securities:
Held to maturity securities........................................         531
Available for sale securities......................................      60,361
Federal funds sold and securities purchased under
     agreements to resell .........................................      50,929
Loans and lease financing receivables:
     Loans and leases held for sale................................       3,311
     Loans and leases, net of unearned income        $153,867
     Less: Allowance for loan and lease losses          2,369
     Loans and leases, net of unearned income and
     allowance ....................................................     151,498
Trading Assets ....................................................      61,673
Premises and fixed assets (including capitalized
     leases).......................................................       4,387
Other real estate owned ...........................................          39
Investments in unconsolidated subsidiaries and
     associated companies..........................................         429
Customers' liability to this bank on acceptances
     outstanding ..................................................         291
Intangible assets
        Goodwill...................................................       1,839
        Other Intangible assets....................................       3,479
Other assets ......................................................      18,598
                                                                         ------
TOTAL ASSETS ......................................................    $400,623
                                                                       ========


                                      - 4 -




                                                       LIABILITIES
Deposits
     In domestic offices ..........................................    $131,214
     Noninterest-bearing ..........................   $52,683
     Interest-bearing .............................    78,531
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .......................................     112,394
     Noninterest-bearing........................... $   5,045
     Interest-bearing .............................   107,349

Federal funds purchased and securities sold under agree-
ments to repurchase ...............................................      61,321
Trading liabilities ...............................................      43,847
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).....................      10,309
Bank's liability on acceptances executed and outstanding...........         291
Subordinated notes and debentures .................................       6,030
Other liabilities .................................................      12,004
TOTAL LIABILITIES .................................................     377,410
Minority Interest in consolidated subsidiaries.....................         126

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus......................           0
Common stock ......................................................       1,211
Surplus  (exclude all surplus related to preferred stock)..........      12,714
    Retained earnings..............................................       9,446
    Accumulated other comprehensive income.........................        (284)
Other equity capital components....................................           0
TOTAL EQUITY CAPITAL ..............................................      23,087
                                                                        -------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL               $400,623
                                                                       ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance  with the
instructions issued by the appropriate Federal regulatory  authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the  undersigned  directors,  attest to the  correctness  of this  Report of
Condition  and declare  that it has been  examined by us, and to the best of our
knowledge and belief has been prepared in  conformance  with the in-  structions
issued by the appropriate Federal regulatory authority and is true and correct.


                                         WILLIAM B. HARRISON JR.     )
                                         DOUGLAS A. WARNER III       ) DIRECTORS
                                         LAWRENCE A. BOSSIDY         )


                                      -5-