<PAGE>
Exhibit 4.2
March 19, 1998
Boatmen's Trust Company, as Rights
Agent
510 Locust Street
St. Louis, Missouri 63101
ChaseMellon Shareholder Services, L.L.C. as
Successor Rights Agent,
200 North Broadway, Suite 1722
St. Louis, Missouri 63102
Re: Successor Rights Agent
Ladies and Gentlemen:
Pursuant to Section 21 of the Rights
Agreement by and between Anheuser-Busch
Companies, Inc. and Boatmen's Trust Company
dated October 26, 1994 (the
"Agreement") by execution and delivery of
this letter agreement, Boatmen's
Trust Company hereby resigns as Rights
Agent under the Agreement,
ChaseMellon Shareholder Services, L.L.C.
(the "Successor Agent") is hereby
appointed successor rights agent under the
Agreement and the Successor
Agent hereby accepts such appointment.
Furthermore, the Agreement is amended as
follows:
(a) Section 2 hereby modified
and amended by deleting: "as agent for the
Company
and the holders of the Rights (who, in accordance with Section
3 hereof,
shall prior to the Distribution Date also be the holders of
the Common
Stock)" and replacing it with: "as rights agent hereunder."
(b) The second sentence in
Section 3(b) is hereby modified and amended by
deleting: "and shall
bear the following legend" and replacing it with:
"and shall
bear a legend substantially to the following e
