Exhibit 4.2

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                         ANHEUSER-BUSCH COMPANIES, INC.

                                       TO

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

                                     Trustee

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

                                    Indenture

                            Dated as of             , 200
                                        -----------      ---


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


                                 DEBT SECURITIES


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Exhibit 4.2
<PAGE>


                              CROSS REFERENCE SHEET

                                     between

                                  The Indenture

                                       and

                         The Trust Indenture Act of 1939

Trust Indenture Act Section                                    Indenture Section

       ss.310  (a)(1)......................................... 609
               (a)(2)......................................... 609
               (a)(3)......................................... Not Applicable
               (a)(4)......................................... Not Applicable
               (a)(5)......................................... 609
               (b)............................................ 608, 610
               (c)............................................ Not Applicable
       ss.311  (a)............................................ Not Applicable
               (b)............................................ Not Applicable
               (c)............................................ Not Applicable
       ss.312  (a)............................................ 701, 702(a)
               (b)............................................ 702(b)
               (c)............................................ 702(c)
       ss.313  (a)............................................ 703(a)
               (b)............................................ Not Applicable
               (c)............................................ 703(a), 703(b)
               (d)............................................ 703(b)
       ss.314  (a)............................................ 704, 1104
               (b)............................................ Not Applicable
               (c)(1)......................................... 102
               (c)(2)......................................... 102
               (c)(3)......................................... Not Applicable
               (d)............................................ Not Applicable
               (e)............................................ 102
               (f)............................................ Not Applicable
       ss.315  (a)............................................ 601(a)
               (b)............................................ 602, 703
               (c)............................................ 601(b)
               (d)............................................ 601(c)
               (d)(1)......................................... 601(a)
               (d)(2)......................................... 601(c)(2)
               (d)(3)......................................... 601(c)(3)
               (e)............................................ 514
       ss.316  (a)(1)(A)...................................... 502, 512
               (a)(1)(B)...................................... 513
               (a)(2)......................................... Not Applicable
               (b)............................................ 508
               (c)............................................ 104(e)
       ss.317  (a)(1)......................................... 503
               (a)(2)......................................... 504
               (b)............................................ 1003
       ss.318  (a)............................................ 107

     NOTE: This cross  reference sheet shall not, for any purpose,  be deemed to
be a part of the Indenture.


Exhibit 4.2
<PAGE>


                                TABLE OF CONTENTS

ARTICLE ONE -- DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........1
   Section 101.  Definitions...................................................1
   Section 102.  Compliance Certificates and Opinions..........................9
   Section 103.  Form of Documents Delivered to Trustee........................9
   Section 104.  Acts of Holders..............................................10
   Section 105.  Notices, etc., to Trustee and Company........................10
   Section 106.  Notices to Holders; Waiver...................................11
   Section 107.  Conflict with Trust Indenture Act............................11
   Section 108.  Effect of Headings and Table of Contents.....................11
   Section 109.  Successors and Assigns.......................................11
   Section 110.  Separability Clause..........................................11
   Section 111.  Benefits of Indenture........................................11
   Section 112.  Governing Law................................................11
   Section 113.  Legal Holidays...............................................12
   Section 114.  Act of Holders when Securities are Denominated
                 in Different Currencies......................................12
   Section 115.  Monies of Different Currencies to be Segregated..............12
   Section 116.  Payment to be in Proper Currency.............................12
ARTICLE TWO--SECURITY FORMS...................................................13
   Section 201.  Forms Generally..............................................13
   Section 202.  Form of Face of Security.....................................13
   Section 203.  Form of Trustee's Certificate of Authentication..............15
   Section 204.  Form of Reverse of Security..................................15
ARTICLE THREE--THE SECURITIES.................................................18
   Section 301.  Title and Terms..............................................18
   Section 302.  Denominations................................................20
   Section 303.  Execution, Authentication, Delivery and Dating...............20
   Section 304.  Temporary Securities.........................................21
   Section 305.  Global Securities............................................22
   Section 306.  Registration, Registration of Transfer and Exchange..........23
   Section 307.  Mutilated, Destroyed, Lost and Stolen Securities.............24
   Section 308.  Payment of Interest; Interest Rights Preserved...............25
   Section 309.  Persons Deemed Owners........................................26
   Section 310.  Cancellation.................................................26
ARTICLE FOUR--SATISFACTION AND DISCHARGE......................................27
   Section 401.  Satisfaction and Discharge of Indenture......................27
   Section 402.  Application of Trust Money...................................28
ARTICLE FIVE--REMEDIES........................................................28
   Section 501.  Events of Default............................................28
   Section 502.  Acceleration of Maturity; Rescission and Annulment...........29
   Section 503.  Collection of Indebtedness and Suits for Enforcement
                 by Trustee...................................................30
   Section 504.  Trustee May File Proofs of Claim.............................31
   Section 505.  Trustee May Enforce Claims Without Possession of
                 Securities...................................................32
   Section 506.  Application of Money Collected...............................32
   Section 507.  Limitation on Suits..........................................32
   Section 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.........................................33
   Section 509.  Restoration of Rights and Remedies...........................33
   Section 510.  Rights and Remedies Cumulative...............................33
   Section 511.  Delay or Omission Not Waiver.................................34
   Section 512.  Control by Holders...........................................34
   Section 513.  Waiver of Past Defaults......................................34


Exhibit 4.2                            ii
<PAGE>

   Section 514.  Undertaking for Costs........................................34
   Section 515.  Waiver of Stay or Extension Laws.............................35
   Section 516.  Exemption from Individual Liability..........................35
ARTICLE SIX--THE TRUSTEE......................................................35
   Section 601.  Certain Duties and Responsibilities..........................35
   Section 602.  Notice of Defaults...........................................36
   Section 603.  Certain Rights of Trustee....................................37
   Section 604.  Not Responsible for Recitals or Issuance of Securities.......37
   Section 605.  May Hold Securities..........................................38
   Section 606.  Money Held in Trust..........................................38
   Section 607.  Compensation and Reimbursement...............................38
   Section 608.  Disqualification; Conflicting Interests......................38
   Section 609.  Corporate Trustee Required; Eligibility......................39
   Section 610.  Resignation and Removal; Appointment of Successor............39
   Section 611.  Acceptance of Appointment by Successor.......................40
   Section 612.  Merger, Conversion, Consolidation or Succession to
                 Business.....................................................41
ARTICLE SEVEN--HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............42
   Section 701.  Company to Furnish Trustee Names and Addresses of Holders....42
   Section 702.  Preservation Of Information; Communications to Holders.......42
   Section 703.  Reports by Trustee...........................................43
   Section 704.  Reports by Company...........................................43
ARTICLE EIGHT--CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER..................44
   Section 801.  Company May Consolidate, etc., only on Certain Terms.........44
   Section 802.  Successor Corporation Substituted............................44
   Section 803.  Evidence to be Furnished Trustee.............................45
ARTICLE NINE--SUPPLEMENTAL INDENTURES.........................................45
   Section 901.  Supplemental Indentures without Consent of Holders...........45
   Section 902.  Supplemental Indentures with Consent of Holders..............46
   Section 903.  Execution of Supplemental Indentures.........................46
   Section 904.  Effect of Supplemental Indentures............................47
   Section 905.  Conformity with Trust Indenture Act..........................47
   Section 906.  Reference in Securities to Supplemental Indentures...........47
ARTICLE TEN--COVENANTS........................................................47
   Section 1001.  Payment of Principal, Premium and Interest..................47
   Section 1002.  Maintenance of Office or Agency.............................47
   Section 1003.  Money for Security Payments to be Held in Trust;
                  Appointment of Paying Agent.................................48
   Section 1004.  Statement as to Default.....................................49
   Section 1005.  Corporate Existence.........................................49
   Section 1006.  Limitation upon Liens.......................................49
   Section 1007.  Sale-Leaseback Transactions Relating to Principal Plants....51
   Section 1008.  Limitation Upon Funded Debt of Restricted Subsidiaries......53
   Section 1009.  Maintenance of Insurance....................................53
   Section 1010.  Waiver of Certain Covenants.................................54
ARTICLE ELEVEN--REDEMPTION OF SECURITIES......................................54
   Section 1101.  Right of Redemption.........................................54
   Section 1102.  Applicability of Article....................................54
   Section 1103.  Election to Redeem; Notice to Trustee.......................54
   Section 1104.  Selection by Trustee of Securities to be Redeemed...........54
   Section 1105.  Notice of Redemption........................................55
   Section 1106.  Deposit of Redemption Price.................................55
   Section 1107.  Securities Payable on Redemption Date.......................56

Exhibit 4.2                           iii
<PAGE>

   Section 1108.  Securities Redeemed in Part.................................56
ARTICLE TWELVE--SINKING FUND..................................................56
   Section 1201.  Sinking Fund Payments.......................................56
   Section
 .  Satisfaction of Sinking Fund Payments with Securities.......57
   Section 1203.  Redemption of Securities for Sinking Fund...................57
ARTICLE THIRTEEN--DEFEASANCE AND COVENANT DEFEASANCE..........................57
   Section 1301.  Defeasance..................................................57
   Section 1302.  Covenant Defeasance.........................................58
   Section 1303.  Conditions to Defeasance or Covenant Defeasance.............58
   Section 1304.  Application of Funds........................................59
   Section 1305.  Reinstatement...............................................60



Exhibit 4.2                            iv
<PAGE>

     THIS INDENTURE,  dated as of ________,  200__,  is between  ANHEUSER-BUSCH
COMPANIES,  INC.,  a Delaware  corporation  (hereinafter  called the  "Company")
having its principal office at One Busch Place,  St. Louis,  Missouri 63118, and
___________________________,  a _________ corporation  (hereinafter  called  the
"Trustee").

                             RECITALS OF THE COMPANY

     The  Company  has  duly  authorized  the  execution  and  delivery  of this
Indenture to provide for the issuance from time to time of its unsecured  notes,
debentures or other evidences of indebtedness (collectively,  the "Securities"),
to be issued from time to time in one or more series (a "Series") as provided in
this  Indenture  and as shall be  provided,  in  respect  of any  Series,  in or
pursuant  to  the  Authorizing  Resolution  hereinafter  referred  to and in the
indenture supplemental hereto (if any) relating to such Series.

     All  things  necessary  to make this  Indenture  a valid  agreement  of the
Company, in accordance with its terms, have been done.

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
from time to time by the Holders thereof,  it is mutually covenanted and agreed,
for the equal and  proportionate  benefit of all Holders of the  Securities,  as
follows:

               ARTICLE ONE -- DEFINITIONS AND OTHER PROVISIONS OF
                              GENERAL APPLICATION

SECTION 101.  Definitions.

     For all purposes of this Indenture,  except as otherwise expressly provided
or unless the context otherwise requires:

              (1) the terms  defined in this Article have the meanings  assigned
         to  them  in  this  Article,  and  include  the  plural  as well as the
         singular;

              (2) all other  terms used  herein  which are  defined in the Trust
         Indenture  Act,  either  directly  or by  reference  therein,  have the
         meanings assigned to them therein;

              (3) all  accounting  terms not otherwise  defined  herein have the
         meanings  assigned  to  them  in  accordance  with  generally  accepted
         accounting principles; and

              (4) the words "herein,"  "hereof,"  "hereunder" and other words of
         similar  import  refer  to this  Indenture  as a  whole  and not to any
         particular Article, Section or other subdivision.

     "Act" when used with  respect to any Holder has the  meaning  specified  in
Section 104.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

     "applicants" has the meaning specified in Section 702.

Exhibit 4.2                            1
<PAGE>


     "Authenticating  Agent" means the Trustee or other Person designated by the
Company from time to time, on written notice to the Trustee, to authenticate and
deliver Securities of one or more Series pursuant to Section 303.

     "Authorizing  Resolution"  means  a  Board  Resolution  providing  for  the
issuance  of a Series of  Securities,  which is to be  delivered  to the Trustee
pursuant to Section 303 hereof.

     "Board of Directors" means either the board of directors of the Company, or
any duly authorized committee of that board or any officer authorized to act for
the board of directors.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the Company to have been duly adopted by the Board
of  Directors  and  to be  in  full  force  and  effect  on  the  date  of  such
certification, and delivered to the Trustee.

     "Business Day" means each Monday, Tuesday,  Wednesday,  Thursday and Friday
which  is not a day on which  banking  institutions  in the  city in  which  the
Corporate  Trust  Office  is  located  are  authorized  or  obligated  by law or
executive order to be closed.

     "Commission" means the Securities and Exchange Commission,  as from time to
time  constituted,  created  under the Exchange Act, or if at any time after the
execution of this  instrument such Commission is not existing and performing the
duties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body
performing such duties on such date.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument  until a successor Person shall have become such pursuant to the
applicable  provisions of this  Indenture,  and thereafter  "Company" shall mean
such successor Person.

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by the  Chairman or Vice  Chairman of
the Board of Directors, the President, a Vice President (any reference to a Vice
President of the Company  herein to be deemed also to include any Vice President
of the Company  designated  by a number or a word or words added before or after
such title) or the Treasurer of the Company, and also by an Assistant Treasurer,
the  Controller,  an  Assistant  Controller,   the  Secretary  or  an  Assistant
Secretary, and delivered to the Trustee and to the Authenticating Agent, if any,
in respect of the Series to which the Company Order shall relate.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office  at  the  date  of  the  execution  of  this   Indenture  is  located  at
_________________________________,  Attention:  _______________________________.

     "Covenant Defeasance" has the meaning specified in Section 1302.

     "Default"  means  any event  which is, or after  notice or lapse of time or
both, would become an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 308.

     "Defeasance" has the meaning specified in Section 1301.

     "Depositary"  means,  with respect to any Securities of any Series issuable
or issued in whole or in part in the form of one or more Global Securities,  the
Person  designated as Depositary by the Company  pursuant to Section 301 until a

Exhibit 4.2                            2
<PAGE>

successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person,  "Depositary",  as used with respect to the  Securities of
any such Series, shall mean or include the Depositary with respect to the Global
Securities of that Series.

     "Extendible Securities" means Securities of any Series issued hereunder the
final  maturity of which is extendible  for a stated period of time, as shall be
provided  in, or  pursuant  to,  the  Authorizing  Resolution  and  supplemental
indenture (if any) relating to such Series.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Funded  Debt" means (A) all  indebtedness  for money  borrowed,  including
purchase money  indebtedness,  having a maturity of more than twelve months from
the date as of which the amount thereof is to be determined or having a maturity
of less than twelve months but by its terms being renewable or extendible beyond
twelve  months  from such date at the option of the  borrower,  subject  only to
conditions  which  the  borrower  is then  capable  of  fulfilling,  and  direct
guarantees of such  indebtedness  for money  borrowed of other  Persons;  or (B)
indebtedness classified as "long-term  indebtedness" in the financial statements
of the borrower most recently filed with the Commission pursuant to the Exchange
Act; provided, that Funded Debt shall not include:

          (i)   Any  indebtedness  of  a Person,  evidence of  which is  held in
     treasury by such Person; or

         (ii)   Any  indebtedness with  respect to which  there  shall have been
     deposited  with a depository (or set aside and segregated by the obligor if
     permitted by the instrument  creating such  indebtedness),  in trust, on or
     prior to maturity, funds sufficient to pay such indebtedness; or

         (iii)  Any amount representing capitalized lease obligations; or

         (iv)   Any  indirect  guarantees or  other  contingent  obligations  in
     respect of indebtedness of other Persons, including agreements,  contingent
     or  otherwise,  with such other  Persons or with third persons with respect
     to, or to permit  or assure  the  payment  of,  obligations  of such  other
     Persons,   including,   without  limitation,   agreements  to  purchase  or
     repurchase  obligations  of such other  Persons,  agreements  to advance or
     supply funds to or to invest in such other  Persons,  or  agreements to pay
     for property,  products or services of such other  Persons  (whether or not
     conveyed,  delivered  or  rendered),  and  any  through-put,   take-or-pay,
     keep-well,  make-whole  or  maintenance  of working  capital or earnings or
     similar agreements; or

         (v)    Any guarantees with respect to lease or other  similar  periodic
     payments to be made by other Persons.

     "Global Security" means a registered  Security  evidencing all or part of a
Series of  Securities,  issued to the  Depositary  for such Series in accordance
with Section 305, and bearing the legend prescribed in Section 305.

     "Holder"  means a Person in whose  name a  Security  is  registered  in the
Security Register.

Exhibit 4.2                            3
<PAGE>

     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto  entered  into  pursuant to the  applicable  provisions  hereof and shall
include the forms and terms of particular  Series of Securities  established  as
contemplated hereunder.

     "Interest"   means,   when  used  with   respect  to   non-interest-bearing
Securities, interest payable after Maturity.

     "Interest Payment Date" means, for any Series or Issue of Securities issued
and outstanding hereunder,  the date or dates in each year on which any interest
on such Series is paid or made available for payment.

     "Issue"  means,  (i) with respect to any Series,  Securities of such Series
having  the  same  Original  Issue  Date,  the same  Maturity  Date and the same
interest rate and other payment terms,  except as to amount of principal or (ii)
any  Securities  that  the  Company   designates  by  one  or  more  Authorizing
Resolutions or indentures  supplemental hereto as constituting all or part of an
Issue.

     "Maturity"  when used with respect to any Security  means the date on which
the  principal  of such  Security  becomes  due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

     "Maturity  Date"  means the date  specified  in each  Security on which the
principal thereof is due and payable in full.

     "Net  Tangible  Assets"  means the  total  assets  of the  Company  and its
Restricted Subsidiaries  (including,  without limitation,  any net investment in
Unrestricted Subsidiaries) after deducting therefrom (a) all current liabilities
(excluding  any thereof  constituting  Funded Debt) and (b) all goodwill,  trade
names, trademarks,  patents, unamortized debt discount and expense, organization
and  developmental  expenses  and  other  like  segregated  intangibles,  all as
computed by the Company  and its  Restricted  Subsidiaries  in  accordance  with
generally accepted accounting principles as of a date within 90 days of the date
as  of  which  the  determination  is  being  made;  provided,  that  any  items
constituting  deferred  income taxes,  deferred  investment  tax credit or other
similar  items shall not be taken into  account as a liability or as a deduction
from or adjustment to total assets.

     "Officers'  Certificate" means a certificate signed by the Chairman or Vice
Chairman of the Board,  or the  President,  a Vice President (any reference to a
Vice President of the Company to be deemed also to include any Vice President of
the Company designated by a number or a word or words added before or after such
title) or the Treasurer of the Company, and also by an Assistant Treasurer,  the
Controller, an Assistant Controller,  the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

     "Opinion of Counsel"  means an opinion in writing  signed by legal counsel,
who may be an employee of or of counsel to the Company or other counsel, and who
shall be  acceptable  to the  Trustee.  Each  such  opinion  shall  include  the
statements  provided  for in Section  102, if and to the extent  required by the
provisions thereof.

     "Original  Issue  Date" means the date on which a Security is issued to the
original purchaser thereof, as specified in such Security.


Exhibit 4.2                            4
<PAGE>

     "Original Issue Discount  Securities" means Securities which provide for an
amount  less than the  principal  amount  thereof to be due and  payable  upon a
declaration of acceleration of the maturity thereof pursuant to Section 502.

     "Outstanding"  when used with respect to  Securities,  or Securities of any
particular  Series or Issue,  means, as of the date of  determination,  all such
Securities theretofore authenticated and delivered under this Indenture, except:

     (i)    Securities  theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (ii)   Securities for whose  payment or redemption  money in the  necessary
amount has been  theretofore  deposited  with the  Trustee  or any Paying  Agent
(other than the  Company) in trust or set aside and  segregated  in trust by the
Company  (if the Company  shall act as its own Paying  Agent) for the Holders of
such Securities, provided that, if such Securities are to be redeemed, notice of
such  redemption  has been duly given  pursuant to this  Indenture  or provision
therefor satisfactory to the Trustee has been made; and

     (iii)  Securities in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture;

     provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request,  demand,
authorization,  direction, notice, consent or waiver hereunder (a) the principal
amount  of an  Original  Issue  Discount  Security  that  shall be  deemed to be
Outstanding  for such purposes shall be the amount that would be due and payable
as of the date of  determination  upon a  declaration  of  acceleration  thereof
pursuant  to Section  502 and (b)  Securities  owned by the Company or any other
obligor  upon the  Securities  or any  Affiliate  of the  Company  or such other
obligor shall be disregarded and deemed not to be  Outstanding,  except that, in
determining  whether the Trustee  shall be  protected  in relying  upon any such
request,  demand,  authorization,  direction,  notice,  consent or waiver,  only
Securities  which  the  Trustee  knows to be so owned  shall be so  disregarded.
Securities  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the Company or any other obligor upon the  Securities or any Affiliate of
the Company or such other obligor.

     "Packaging Business" means the assets identified as the "Packaging Segment"
(or  similar  terminology  generally  describing  the  same  operations)  in the
financial  statements  most recently  delivered by the Company to the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act, and any
assets substantially  related to such assets that are acquired after the date of
such financial statements.

     "Packaging  Business  Divestitures" means (i) the distribution (in the form
of a  dividend)  to  stockholders  of the  Company  of the  capital  stock  of a
Subsidiary or Subsidiaries,  substantially all of the assets of which consist of
all or any portion of the Packaging Business or (ii) the transfer of the capital
stock of a Subsidiary or Subsidiaries,  substantially all of the assets of which
consist of all or any portion of the Packaging Business,  or the transfer of all
or any portion of the Packaging  Business,  the  consideration for such transfer

Exhibit 4.2                            5
<PAGE>

(including the liabilities assumed related thereto) being not less than the fair
market value (as reasonably determined by the Company) of such stock or assets.

     "Paying Agent" means, with respect to any Series of Securities,  any Person
authorized  by the  Company to pay the  principal  of (and  premium,  if any) or
interest on any such Securities on behalf of the Company.

     "Person" means any  individual,  corporation,  partnership,  joint venture,
association,   joint-stock  company,  trust,   unincorporated   organization  or
government or any agency or political subdivision thereof.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and delivered  under Section 307 in lieu of a lost,  destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Principal Plant" means (i) any brewery,  or any manufacturing,  processing
or  packaging  plant,  now owned or  hereafter  acquired  by the  Company or any
Subsidiary  and  located  within the United  States (but not  including  any (a)
brewery  or plant  of the  Company  or any  Subsidiary  which  the  Company  has
determined,  by Board  Resolution,  is not of material  importance  to the total
business conducted by the Company and its Subsidiaries or (b) any plant that the
Company  shall have  determined,  by Board  Resolution,  is used  primarily  for
transportation,  marketing or  warehousing  or (c) at the option of the Company,
any plant that (A) does not  constitute  part of the brewing  operations  of the
Company and its  Subsidiaries  and (B) has a net book value, as reflected on the
balance sheet  contained in the  Company's  financial  statements  most recently
filed by the Company with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act, of not more than $100,000,000), and (ii) any other facility
owned by the Company or any of its Subsidiaries that the Company shall, by Board
Resolution,  designate  as  a  Principal  Plant.  Following  any  determination,
designation or election  referred to herein that a brewery or plant shall not be
included  as a  Principal  Plant,  the  Company  may,  at its  option,  by Board
Resolutions,  elect that such facility  subsequently  be included as a Principal
Plant.

     "Redeemable  Securities"  means Securities of any Series or Issue which may
be redeemed, at the option of the Company, prior to the Stated Maturity thereof,
on the terms specified in or pursuant to the Authorizing  Resolution relating to
such Series or Issue and in accordance with Article Eleven herein.

     "Redemption  Date" when used with  respect to any Security of any Series or
Issue to be redeemed means the date fixed for such  redemption by or pursuant to
the provisions of such Security,  this Indenture and the Authorizing  Resolution
and supplemental indenture (if any) relating to such Security.

     "Redemption  Price" when used with respect to any Security of any Series or
Issue to be redeemed  means the price at which it is to be redeemed  pursuant to
the provisions of such Security,  this Indenture and the Authorizing  Resolution
and supplemental indenture (if any) relating to such Security.

     "Regular  Record  Date"  means,  for the  interest  payable on any Interest
Payment Date in respect of any Series or Issue of Securities, except as provided


Exhibit 4.2                            6
<PAGE>

in, or pursuant to, the Authorizing  Resolution and  supplemental  indenture (if
any) relating thereto,  the fifteenth day (whether or not a Business Day) of the
calendar month next preceding the month during which such Interest  Payment Date
occurs.

     "Required Currency" has the meaning specified in Section 116.

     "Responsible  Officer"  when  used  with  respect  to  the  Trustee  or  an
Authenticating  Agent  means  the  Chairman  or Vice  Chairman  of the  Board of
Directors, the Chairman or Vice Chairman of the Executive Committee of the Board
of Directors,  the President, any Vice President (whether or not designated by a
number or a word or words added before or after the title "Vice President"), the
Secretary,  any Assistant Secretary, the Treasurer, any Assistant Treasurer, the
Cashier,  any Assistant Cashier,  any Senior Trust Officer or Trust Officer, the
Controller  and any Assistant  Controller or any other officer of the Trustee or
such  Authenticating  Agent  customarily  performing  functions similar to those
performed by any of the above designated  officers and also means,  with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred  because  of his  knowledge  of and  familiarity  with  the  particular
subject.

     "Restricted  Subsidiary"  means (i) any Subsidiary which owns or operates a
Principal Plant, except any Subsidiary  incorporated,  or the principal place of
business of which is located,  outside  the present  fifty  states of the United
States of America and the  District of  Columbia  and (ii) any other  Subsidiary
which  the  Company  shall  elect,  by  Board  Resolution,  to be  treated  as a
Restricted Subsidiary,  until such time as the Company may, by Board Resolution,
elect  that  such  Subsidiary  shall  no  longer  be  a  Restricted  Subsidiary,
successive such elections being permitted without restriction.

     "Securities"  means the securities of the Company to be issued from time to
time hereunder.

     "Security  Register" and "Security  Registrar" have the respective meanings
specified in Section 306.

     "Series" means, with respect to Securities issued hereunder, the Securities
issued pursuant to any particular Authorizing  Resolution,  subject to the right
of the Board of Directors to specify in such  Authorizing  Resolution  that such
Securities  shall  constitute more than one Series,  and subject to the right of
the Board of Directors to specify in one or more  Authorizing  Resolutions  that
the Securities issued pursuant to such Authorizing  Resolutions shall constitute
one Series..

     "Sinking  Fund"  means,  with  respect to any Sinking  Fund  Securities,  a
sinking fund provided for in Article Twelve.

     "Sinking Fund Securities" means Securities of any Series or Issue which are
required to be redeemed from time to time prior to the Stated  Maturity  thereof
in  whole  or in part  under a  Sinking  Fund,  on the  terms  specified  in the
Authorizing  Resolution  relating to such Series or Issue and in accordance with
Article Twelve herein.

     "Special  Record Date" for the payment of any  Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 308.

     "Stated Maturity" when used with respect to any Security or any installment
of interest  thereon means the date specified in such Security as the fixed date
on which the principal of such Security or such  installment  of interest is due
and payable.

Exhibit 4.2                            7
<PAGE>

     "Subsidiary"  of any  Person  means  any  corporation,  partnership,  joint
venture,  limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding  capital stock having ordinary voting
power to elect  more  than 50% of the  board of  directors  of such  corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation  shall or might have voting power upon the occurrence of any
contingency),  (b) the  interest  in the  capital  or  profits  of such  limited
liability company,  partnership or joint venture or (c) the beneficial  interest
in such  trust  or  estate  is at the  time  directly  or  indirectly  owned  or
controlled  by such  Person,  by  such  Person  and  one or  more  of its  other
subsidiaries or by one or more such Person's other subsidiaries.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean and
include the Person, or each Person, who is then a Trustee  hereunder,  and if at
any time there is more than one such  Person,  "Trustee" as used with respect to
the  Securities  of any Series shall mean the Trustee with respect to Securities
of that Series.

     "Trust  Indenture  Act" or "TIA" means the Trust  Indenture Act of 1939, as
amended and as in force at the date as of which this  instrument  was  executed,
except as provided in Section 905.

     "Unrestricted  Subsidiary"  means any Subsidiary  which is not a Restricted
Subsidiary.

     "U.S.  Government   Obligations"  means  securities  that  are  (x)  direct
obligations  of the United States of America for the timely payment of which its
full faith and credit is pledged,  (y)  obligations  of a Person  controlled  or
supervised by and acting as an agency or instrumentality of the United States of
America,  the timely  payment of which is  unconditionally  guaranteed as a full
faith and credit  obligation by the United States of America,  which,  in either
case,  are not callable or redeemable at the option of the issuer thereof or (z)
interests in funds  consisting  solely of such  securities  described in (x) and
(y),  including  funds managed by the Trustee of its Affiliates  (including such
funds  for  which it or its  affiliates  receive  fees in  connection  with such
management).

     "Yield  to  Maturity"  means,  with  respect  to any  Series  or  Issue  of
Securities,  the yield to maturity  thereof,  calculated at the time of issuance
thereof,  or, if  applicable,  at the most  recent  redetermination  of interest
thereon, and calculated in accordance with accepted financial practice.

SECTION 102.  Compliance Certificates and Opinions.

     Upon any  application  or request by the Company to the Trustee to take any
action under any provision of this  Indenture,  the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent,  if any,
provided  for in this  Indenture  relating  to the  proposed  action  have  been
complied  with and an  Opinion of Counsel  stating  that in the  opinion of such
counsel all such conditions  precedent,  if any, have been complied with, except
that in the case of any such  application  or request as to which the furnishing
of such  documents is  specifically  required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided  for in this  Indenture  (other  than  certificates  provided
pursuant to Section 1004) shall include:

Exhibit 4.2                            8
<PAGE>

         (1) a  statement  that each  individual  signing  such  certificate  or
     opinion has read such  covenant or  condition  and the  definitions  herein
     relating thereto;

         (2) a brief  statement as to the nature and scope of the examination or
     investigation  upon which the  statements  or  opinions  contained  in such
     certificate or opinion are based;

         (3) a statement  that, in the opinion of each such  individual,  he has
     made such  examination  or  investigation  as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (4) a statement as to whether,  in the opinion of each such individual,
     such condition or covenant has been complied with.

SECTION 103.  Form of Documents Delivered to Trustee.

     In any case where  several  matters  are  required to be  certified  by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any  certificate  or opinion of an  officer  of the  Company  may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or Opinion of Counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or officers  of the  Company,  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

     Where  any  Person  is  required  to  make,  give  or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

SECTION 104.  Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver,
vote or other action  provided by this Indenture to be given or taken by Holders
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar  tenor  signed by such  Holders in person or by agent duly  appointed in
writing;  and, except as herein otherwise expressly provided,  such action shall
become  effective  when such  instrument  or  instruments  are  delivered to the
Trustee,  and,  where it is hereby  expressly  required,  to the  Company.  Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Indenture  and (subject to Section 601)  conclusive  in favor of the Trustee and
the Company, if made in the manner provided in this Section.

Exhibit 4.2                            9
<PAGE>

     (b) The fact and date of the execution by any Person of any such instrument
or  writing  may be proved in any  reasonable  manner  which the  Trustee  deems
sufficient  and in  accordance  with such  reasonable  rules as the  Trustee may
determine.

     (c) The ownership of Securities shall be proved by the Security Register.

     (d) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action by the  Holder of any  Security  shall bind the Holder of every
Security  issued  upon the  registration  of  transfer  thereof  or in  exchange
therefor or in lieu thereof,  in respect of anything done or suffered to be done
by the Trustee or the Company in reliance  thereon,  whether or not  notation of
such action is made upon such Security.

     (e) The Company may,  but shall not be obligated  to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or
take any other  action  described  above or  required or  permitted  to be taken
pursuant to this  Indenture.  If a record date is fixed,  those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those  Persons,  shall be entitled to give such consent or to revoke any consent
previously  given or take any such action,  whether or not such Persons continue
to be  Holders  after  such  record  date.  No such  consent  shall  be valid or
effective for more than 120 days after such record date.

SECTION 105.  Notices, etc., to Trustee and Company.

     Except as provided in Section  501,  any  request,  demand,  authorization,
direction,  notice,  consent,  or waiver  or Act of  Holders  or other  document
provided or permitted by this Indenture to be made upon,  given or furnished to,
or filed with,

         (1) the Trustee by any Holder or by the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed in writing to or
     with the Trustee at its Corporate Trust Office, or

         (2) the Company by the Trustee or by any Holder shall be sufficient for
     every  purpose  hereunder  (except as provided  in Section 501 (4)),  if in
     writing and mailed,  first class postage  prepaid,  to the Company,  to the
     attention  of the  Secretary,  and a copy  thereof to the  attention of the
     Treasurer,  addressed to it at the address of the  principal  office of the
     Company  specified  in the first  paragraph of this  instrument  or at such
     other address as shall have been furnished in writing to the Trustee by the
     Company for this purpose.

SECTION 106.  Notices to Holders; Waiver.

     Where this  Indenture  provides  for  notice to Holders of any event,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid, to each Holder affected
by such event, at his address as it appears on the Security Register,  not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such  notice.  In any case  where  notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any  particular  Holder  shall  affect the  sufficiency  of such  notice with
respect  to other  Holders.  Where  this  Indenture  provides  for notice in any
manner,  such notice may be waived in writing by the Person  entitled to receive
such  notice,  either  before or after the event,  and such waiver  shall be the

Exhibit 4.2                             10
<PAGE>

equivalent of such notice.  Waivers of notice by Holders shall be filed with the
Trustee,  but such filing shall not be a condition  precedent to the validity of
any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall  constitute
a sufficient notification for every purpose hereunder.

SECTION 107.  Conflict with Trust Indenture Act.

     If any  provision  hereof  limits,  qualifies  or  conflicts  with  another
provision which is required or deemed to be included in this Indenture by any of
the  provisions  of TIA,  such  provision  so  required or deemed to be included
herein shall control.

SECTION 108.  Effect of Headings and Table of Contents.

     The Article and Section  headings  herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109.  Successors and Assigns.

     All  covenants and  agreements in this  Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110.  Separability Clause.

     In case any  provision  in this  Indenture  or in the  Securities  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.  Benefits of Indenture.

     Nothing in this Indenture or in the Securities,  express or implied,  shall
give  to any  Person,  other  than  the  parties  hereto  and  their  successors
hereunder,  any Paying Agent and the Holders of  Securities,  any benefit or any
legal or equitable right, remedy or claim under this Indenture.

SECTION 112.  Governing Law.

     This  Indenture  shall be construed in accordance  with and governed by the
laws of the State of New York.

SECTION 113.  Legal Holidays.

     In any case where any Interest  Payment Date, any  Redemption  Date, or the
Stated Maturity of any Security,  or any date on which any Defaulted Interest is
proposed to be paid,  shall not be a Business  Day,  then  (notwithstanding  any
other  provision  of this  Indenture)  payment of  interest  or  principal  (and
premium,  if any)  need  not be made on such  date,  but may be made on the next
succeeding  Business  Day with  the  same  force  and  effect  as if made on the
Interest Payment Date or Redemption Date, at the Stated Maturity, or on the date
on which the Defaulted  Interest is proposed to be paid,  and no interest  shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated  Maturity or date for the payment of Defaulted  Interest,  as the case
may be.

Exhibit 4.2                             11
<PAGE>

SECTION 114.  Act of Holders when Securities are Denominated in Different
Currencies.

     Whenever  any action or Act is to be taken  hereunder by the Holders of two
or more Series or Issues of  Securities  denominated  in  different  currencies,
then, for the purposes of determining the principal amount of Securities held by
such Holders, the aggregate principal amount of the Securities  denominated in a
currency  other than United States  dollars shall be deemed to be that amount of
United States  dollars that could be obtained for such  principal  amount on the
basis of the spot  rate of  exchange  for such  currency  as  determined  by the
Company or by an authorized  exchange rate agent and evidenced to the Trustee by
an Officers'  Certificate as of the date the taking of such action or Act by the
Holders of the  requisite  percentage in principal  amount of the  Securities is
evidenced to the Trustee. An exchange rate agent may be authorized in advance or
from time to time by the Company,  and may be the Trustee or its Affiliate.  Any
such  determination  by the Company or by any such  exchange rate agent shall be
conclusive  and binding on all Holders and the Trustee,  and neither the Company
nor such  exchange  rate agent  shall be liable  therefor  in the absence of bad
faith.

SECTION 115.  Monies of Different Currencies to be Segregated.

     The Trustee shall segregate monies, funds, and accounts held by the Trustee
hereunder  in one  currency  from any  monies,  funds or  accounts  in any other
currencies,  notwithstanding  any provision  herein which would otherwise permit
the Trustee to commingle such amounts.

SECTION 116.  Payment to be in Proper Currency.

     Each reference in any Security,  or in the Authorizing  Resolution relating
thereto,  to any currency  shall be of the essence.  In the case of any Security
denominated in any currency (the "Required  Currency")  other than United States
dollars,  except as  otherwise  provided  therein or in the related  Authorizing
Resolution,  the  obligation  of the Company to make any  payment of  principal,
premium or interest  thereon  shall not be discharged or satisfied by any tender
by the  Company,  or recovery by the  Trustee,  in any  currency  other than the
Required  Currency,  except to the extent  that such  tender or  recovery  shall
result in the Trustee  timely  holding the full amount of the Required  Currency
then due and payable. If any such tender or recovery is in a currency other than
the  Required  Currency,  the  Trustee  may take such  actions  as it  considers
appropriate to exchange such currency for the Required  Currency.  The costs and
risks of any such exchange,  including without limitation the risks of delay and
exchange  rate  fluctuation,  shall be borne by the Company,  the Company  shall
remain  fully  liable for any  shortfall  or  delinquency  in the full amount of
Required  Currency  then due and  payable,  and in no  circumstances  shall  the
Trustee be liable  therefor.  The Company  hereby  waives any defense of payment
based upon any such tender or recovery which is not in the Required Currency, or
which, when exchanged for the Required Currency by the Trustee, is less than the
full amount of Required Currency then due and payable.

                           ARTICLE TWO--SECURITY FORMS

SECTION 201.  Forms Generally.

     The   Securities  of  each  Series  and  Issue  and  the   certificate   of
authentication  thereon  shall be in  substantially  the forms set forth in this
Article  or in such  other  forms,  including  the  form  of one or more  Global
Securities, as shall be specified in, or pursuant to, the Authorizing Resolution
or in the  indenture  supplemental  hereto (if any)  relating  to such Series or

Exhibit 4.2                             12
<PAGE>

Issue,  with such appropriate  insertions,  omissions,  substitutions  and other
variations  as  are  required  or  permitted  by  this  Indenture  or  the  said
Authorizing  Resolution  or  supplemental  indenture,  and they  may  have  such
letters,   numbers  or  other  marks  of  identification  and  such  legends  or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange,  or as may,  consistently  herewith,  be determined by the
officers  executing  such  Securities,  as evidenced  by their  execution of the
Securities.

     The definitive Securities of each Series shall be printed,  lithographed or
engraved or  produced  by any  combination  of these  methods on steel  engraved
borders or may be produced  in any other  manner  permitted  by the rules of any
securities exchange on which the Securities may be listed, or, if they shall not
be listed on any securities  exchange,  in any other manner consistent herewith,
all as shall  be  determined  by the  officers  executing  such  Securities,  as
evidenced by their execution of such Securities.

SECTION 202.  Form of Face of Security.

     [The  following  is to be  included if the  Security  is an Original  Issue
Discount Security:]

       [FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL  REVENUE CODE
       OF  1986,  AS  AMENDED,  THE  ISSUE  PRICE OF THIS  SECURITY  IS % OF ITS
       PRINCIPAL AMOUNT AND ITS ISSUE DATE IS , 20 .]

                         ANHEUSER-BUSCH COMPANIES, INC.
                               [title of Security]

       Rate of Interest           Maturity Date            Original Issue Date

       .....................                           No.....................

          ANHEUSER-BUSCH  COMPANIES,  INC., a Delaware corporation  (hereinafter
     called the  "Company",  which term includes any successor  Person under the
     Indenture hereinafter referred to), for value received,  hereby promises to
     pay to , or  registered  assigns,  the sum of on the  Maturity  Date  shown
     above,  and to pay interest  thereon,  at the annual rate of interest shown
     above,  from the  Original  Issue Date shown  above or from the most recent
     Interest  Payment Date (as hereinafter  defined) to which interest has been
     paid or duly provided for, payable semi-annually on and of each year and at
     maturity (an "Interest Payment Date"), commencing  on  the  first such date
     after the Original Issue Date, except that if the Original Issue Date is on
     or  after  a  Regular  Record  Date  (which  term,  as  well  as all  other
     capitalized  terms used  herein,  shall have the  meanings  assigned in the
     Indenture referred to on the reverse hereof unless otherwise indicated) but
     before the next Interest Payment Date,  interest  payments will commence on
     the second Interest Payment Date following the Original Issue Date.

      [reference to currency[ies] of payment and currency exchange arrangements,
      if applicable]

          The interest payable hereon, and punctually paid or duly provided for,
     on any Interest  Payment Date will, as provided in said Indenture,  be paid
     to the  Person  in  whose  name  this  [name of  Security]  (or one or more

Exhibit 4.2                             13
<PAGE>

     Predecessor [name of Series]) is registered at the close of business on the
     Regular Record Date for such interest,  which shall be the fifteenth day of
     the calendar  month  (whether or not a Business  Day) next  preceding  such
     Interest  Payment Date.  Any such  interest not so punctually  paid or duly
     provided for shall forthwith  cease to be payable to the registered  Holder
     on such  Regular  Record  Date,  and,  together  with any  interest on such
     interest,  may be paid to the Person in whose name this [name of  Security]
     (or one or more Predecessor [name of Series]) is registered at the close of
     business  on a  Special  Record  Date  for the  payment  of such  Defaulted
     Interest  to be  fixed by the  Trustee,  notice  whereof  shall be given to
     Holders  of [name of Series]  not less than 10 days  prior to such  Special
     Record  Date,  or may be paid at any time in any other  lawful  manner  not
     inconsistent with the requirements of any securities  exchange on which the
     [name of Series] may be listed,  and upon such notice as may be required by
     such exchange, all as more fully provided in such Indenture. Payment of the
     principal of (and premium,  if any) and interest on this [name of Security]
     will be made at the  office or agency of the  Company  maintained  for that
     purpose in [The Borough of  Manhattan,  The City of New York or other place
     of payment],  in [reference to United States  dollars or other  currency of
     payment];  provided, however, that payment of interest, other than interest
     due on a Maturity  Date,  may be made at the option of the Company by check
     mailed to the address of the Person entitled  thereto as such address shall
     appear on the Security  Register.  [Include the following,  if applicable:]
     Payments on the Maturity Date will be made in immediately  available  funds
     against presentment of this [name of Security].

          This [name of Security] is one of a duly authorized  issue of [name of
     Securities]  of the  Company  designated  as its [title of Series]  (herein
     called the "[name of Series]"),  issued and to be issued under an indenture
     dated as of ______,  200__  (herein  called the  "Indenture"),  between the
     Company  and  __________________________,  as  Trustee  (herein  called the
     "Trustee",  which term includes any successor trustee under the Indenture),
     and  under  [reference  to  Authorizing   Resolution  and/or   supplemental
     indenture  relating  to the  Series]  to  which  Indenture,  [reference  to
     Authorizing  Resolution  and/or  supplemental  indenture] and all [further]
     indentures supplemental thereto reference is hereby made for the definition
     of certain  terms used  herein,  for a statement of the  respective  rights
     thereunder  of the  Company,  the  Trustee  and the Holders of the [name of
     Series],  and for the terms upon which the [name of Series] are, and are to
     be,  authenticated and delivered.  This [name of Series] is one of a series
     of securities  issued or to be issued by the Company  under the  Indenture,
     limited in aggregate principal amount to _________________,  subject to any
     subsequent  issuances  that may be  authorized  by  subsequent  Authorizing
     Resolutions or  supplemental  indentures.  The Indenture  provides that the
     Securities of the Company referred to therein ("Securities"), including the
     [name of Series],  may be issued in one or more  Series,  each of which may
     consist of one or more  Issues,  which  different  Series and Issues may be
     issued in such  principal  amounts  and on such terms  (including,  but not
     limited  to,  terms  relating  to interest  rate or rates,  provisions  for
     determining such interest rate or rates and adjustments thereto,  maturity,
     redemption (optional and mandatory),  sinking fund, covenants and Events of
     Default) as may be provided in or pursuant to the  Authorizing  Resolutions
     (as defined in the Indenture) relating to the several Series.

         Reference  is hereby  made to the further  provisions  of this [name of
     Security] set forth on the reverse  hereof which further  provisions  shall
     for all purposes have the same effect as if set forth at this place.

Exhibit 4.2                             14
<PAGE>

         Unless the  certificate of  authentication  hereon has been executed by
     ________________________, the Trustee under the Indenture, or its successor
     thereunder,  or by another  Authenticating  Agent appointed pursuant to the
     Indenture,  by the manual signature of one of its authorized officers, this
     [name  of  Security]  shall  not be  entitled  to  any  benefit  under  the
     Indenture, nor be valid or obligatory for any purpose.

         IN WITNESS  WHEREOF,  The Company has caused this instrument to be duly
executed under its corporate seal.

     Dated                                       ANHEUSER-BUSCH COMPANIES, INC.
     Attest:

     By                                          By:
     [Assistant] Secretary                       [title of Company Officer]

SECTION 203.  Form of Trustee's Certificate of Authentication.

     This is one of the [name of  Series]  referred  to in the  within-mentioned
Indenture.

                                                  ________________________,
                                                             as Trustee
                                                  By
     [reference to Authenticating Agent, if any]          Authorized Officer

         SECTION 204.  Form of Reverse of Security.

     [The following to be included if the Securities are not redeemable prior to
maturity.]

         This [name of Security] may not be redeemed prior to its Maturity Date.

     [The following paragraph, or other appropriate redemption provisions, to be
included if the Securities are Redeemable Securities:]

         The [name of Series]  are subject to  redemption  upon not less than 30
     nor more than 60 days' notice by mail, [the following clause to be included
     if there is a Sinking Fund:] [(1) on [annual Sinking Fund Redemption  Date]
     in each year  commencing with the year [year of first Sinking Fund payment]
     through  operation of the Sinking Fund at a Redemption Price equal to their
     principal  amount  and  (2)] [at any  time]  in  whole  or in part,  at the
     election of the Company at a Redemption  Price equal to the  percentage set
     forth  below of the  principal  amount to be  redeemed  for the  respective
     twelve-month periods beginning [ ] of the years indicated:

         [Schedule of Redemption Prices]

         and  thereafter at 100% of the principal  amount  thereof,  together in
     each case with accrued interest to the Redemption Date.

         [The following paragraph,  or other appropriate Sinking Fund provision,
     to be included if there is a Sinking Fund for the Series:]

Exhibit 4.2                             15
<PAGE>

         The Sinking Fund  provides for the  redemption  on [first  Sinking Fund
     Redemption  Date] and on [annual Sinking Fund Redemption Date] in each year
     thereafter  through  [year of final  Sinking  Fund  date] of not less  than
     [minimum required Sinking Fund redemption amount] principal amount nor more
     than [maximum permitted Sinking Fund redemption amount] principal amount of
     [name of Series].  [name of Series] purchased,  acquired or redeemed by the
     Company  otherwise  than by  redemption  through  the  Sinking  Fund may be
     credited against subsequent Sinking Fund requirements.

         [The  following   paragraph  to  be  included  if  the  Securities  are
     Redeemable Securities or Sinking Fund Securities:]

         In the event of  redemption  of this [name of Security] in part only, a
     new [name of  Security]  or [name of  Series]  for the  unredeemed  portion
     hereof shall be issued in the name of the Holder  hereof upon the surrender
     hereof.

         [The  following  paragraph  to  be included if the  Securities  are not
     Original Issue Discount Securities:]

         If an  Event  of  Default,  as  defined  in  the  Indenture  and in the
     Authorizing  Resolution and supplemental indenture (if any) relating to the
     [name of  Series]  (if there  shall be any  additional  Events  of  Default
     specified  in  respect  of  the  [name  of  Series]),  shall  occur  and be
     continuing,  the  principal of all the [name of Series] may be declared due
     and payable in the manner and with the effect provided in the Indenture.

         [If the  Securities  are Original  Issue  Discount  Securities,  insert
     schedule as to amounts which are payable on acceleration  under Section 502
     and provable in bankruptcy under Section 504(i) from time to time.]

         No Holder of any  Securities  shall  have any  right to  institute  any
     proceeding, judicial or otherwise, with respect to the Indenture or for the
     appointment  of a receiver or trustee,  or for any other  remedy  under the
     Indenture,  unless (1) the Trustee shall have received  written notice from
     such Holder of a continuing Event of Default in respect of such Securities;
     (2) the Trustee shall have  received a written  request from the Holders of
     not less than 25% in principal amount of the Outstanding  Securities of the
     Issue or Series in respect of which the Event of Default  has  occurred  to
     institute  proceedings  in respect of such Event of Default in its own name
     as trustee under the Indenture;  (3) such Holder or Holders have offered to
     the  Trustee   reasonable   indemnity  against  the  costs,   expenses  and
     liabilities to be incurred in compliance with such request; (4) the Trustee
     for 60 days  after  its  receipt  of such  notice,  request  and  offer  of
     indemnity has failed to institute any such proceeding; and (5) no direction
     inconsistent with such written request has been given to the Trustee during
     such 60 day period by the Holders of a majority in principal  amount of the
     Outstanding Securities of such Series or Issue.

         The Indenture permits, with certain exceptions as therein provided, the
     amendment thereof and the modification of the rights and obligations of the
     Company  and the rights of the  Holders  of the [name of Series]  under the
     Indenture  at any time by the Company  with the consent of the Holders of a
     majority in aggregate  principal amount of the Securities affected thereby,
     voting as a single class  (which may include the [name of Series]),  at the
     time Outstanding,  as defined in the Indenture. The Indenture also contains

Exhibit 4.2                             16
<PAGE>

     provisions  permitting  the Holders of specified  percentages  in aggregate
     principal  amount  of the  Securities  at the  time  Outstanding  to  waive
     compliance  by the Company with certain  provisions  of this  Indenture and
     certain past defaults under the Indenture and their consequences.  Any such
     consent  or  waiver  by the  Holder  of this  [name of  Security]  shall be
     conclusive and binding upon such Holder and upon all future Holders of this
     [name of Security] and of any [name of Security]  issued on transfer hereof
     or in exchange  herefor or in lieu hereof  whether or not  notation of such
     consent or waiver is made upon this [name of Security].

         No reference  herein to the Indenture and no provision of this [name of
     Security] or of the Indenture  shall alter or impair the  obligation of the
     Company, which is absolute and unconditional,  to pay the principal of (and
     premium,  if any) and  interest  on this [name of  Security]  at the times,
     place, and rate, and in the currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
     set forth,  the transfer of this [name of Security] is  registrable  on the
     Security Register of the Company, upon surrender of this [name of Security]
     for  registration  of  transfer  at the  office or  agency  of the  Company
     provided for that purpose,  duly endorsed by, or  accompanied  by a written
     instrument of transfer in form satisfactory to the Company and the Security
     Registrar  duly  executed  by,  the  Holder  hereof  or his  attorney  duly
     authorized in writing,  and thereupon one or more new [name of Series],  of
     authorized  denominations and for the same aggregate principal amount, will
     be issued to the designated transferee or transferees.

         The [name of Series] are issuable only as  registered  [name of Series]
     without coupons in denominations of [currency and minimum denomination] and
     any integral multiple thereof.  As provided in the Indenture and subject to
     certain  limitations  therein set forth,  [name of Series] are exchangeable
     for a like  aggregate  principal  amount of [name of Series] of a different
     authorized denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such  registration  of transfer
     or exchange,  but the Company may require  payment of a sum  sufficient  to
     cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment for  registration of transfer of this [name of
     Security],  the Company, the Trustee and any agent of the Company may treat
     the Person in whose name this [name of Security] is registered as the owner
     hereof for all purposes  whether or not this [name of Security] be overdue,
     and neither the  Company,  the Trustee nor any such agent shall be affected
     by notice to the contrary.

         [Reference to Foreign Currencies]

         At the election of the Company,  the  obligations of the Company (a) as
     to the [name of Series] and under the  Indenture  with respect to the [name
     of Series]  (except  for  certain  obligations  relating  to  transfers  or
     exchanges) or (b) as to the [name of Series]  under  certain  provisions of
     the Indenture,  may be satisfied and discharged  upon the  satisfaction  of
     certain conditions, including the deposit with the Trustee of money or U.S.
     Government Obligations (as defined in the Indenture) sufficient for payment
     of the  principal,  premium,  if any,  and interest at or before the Stated
     Maturity (as defined in the Indenture) on the [name of Series].

         No  recourse  shall  be had for the  payment  of the  principal  of (or
     premium,  if any) or the  interest on this [name of  Security],  or for any

Exhibit 4.2                             17
<PAGE>

     claim based  hereon,  or  otherwise  in respect  hereof,  or based on or in
     respect of the Indenture or any indenture supplemental thereto, against any
     incorporator,  stockholder,  officer or director, as such, past, present or
     future, of the Company or any successor  corporation,  whether by virtue of
     any  constitution,  statute or rule of law,  or by the  enforcement  of any
     assessment  or penalty  or  otherwise,  all such  liability  being,  by the
     acceptance  hereof and as part of the  consideration  for the issue hereof,
     expressly waived and released.

                          ARTICLE THREE--The Securities

SECTION 301.  Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more Series and Issues. The terms of
each  Series and Issue  shall be as provided  in an  Authorizing  Resolution  or
supplemental  indenture or shall be determined in the manner specified  therein.
The terms to be specified in respect of each Series or Issue in the  Authorizing
Resolution or  supplemental  indenture,  or by such person and/or  procedures as
shall be provided therein, shall include the following:

         (1) The title of the Securities of such Series, which shall distinguish
     such Series from all other Series;

          (2) The aggregate  principal  amount of the  Securities of such Series
     which may be authenticated  and delivered under this Indenture  (except for
     Securities of such Series  authenticated and delivered upon transfer of, or
     in exchange for, or in lieu of, other  Securities  pursuant to Section 304,
     305, 306, 307, 906 or 1108,  and subject to any  subsequent  issuances that
     may be authorized by subsequent  Authorizing  Resolutions  or  supplemental
     indentures);

         (3) The date or dates on which the  principal  and premium,  if any, of
     the Securities of such Series or Issue is payable, and, if the Series shall
     be  Extendible  Securities,  the  terms on which the  Company  or any other
     Person shall have the option to extend the Maturity of such  Securities and
     the rights, if any, of the Holders to require payment of the Securities;

         (4) The rate or rates at which the  Securities  of such Series or Issue
     shall bear interest, if any (whether floating or fixed), the provisions, if
     any, for determining  such interest rate or rates and adjustments  thereto,
     the date or dates from which  such  interest  shall  accrue,  the  Interest
     Payment  Dates  therefor and the Regular  Record Dates (if  different  from
     those  provided  in  the  form  of  Security  herein  set  forth)  for  the
     determination  of Holders of the Securities of such Series or Issue to whom
     interest is payable;

         (5) The place or places where the principal of, or premium, if any, and
     interest on  Securities  of such Series or Issue shall be payable (if other
     than as provided in Section 1002);

         (6) The price or prices at which,  the period or periods  within  which
     and the terms and  conditions  upon which the  Securities of such Series or
     Issue may be redeemed,  in whole or in part,  at the option of the Company,
     pursuant to a Sinking Fund or otherwise;

         (7) The obligation, if any, of the Company to redeem, purchase or repay
     Securities  of such  Series or Issue,  in whole or in part,  pursuant  to a
     Sinking  Fund or otherwise  or at the option of a Holder  thereof,  and the
     price or prices at which,  the period or periods within which and the terms

Exhibit 4.2                             18
<PAGE>

     and conditions upon which such  redemption,  purchase or repayment shall be
     made;

         (8) Any Events of Default with respect to the Securities of such Series
     or Issue  which  may be in  addition  to  those  provided  herein,  and any
     covenants or obligations of the Company to the Holders of the Securities of
     such Series or Issue in addition to those set forth herein;

         (9) If less than 100% of the principal amount of the Securities of such
     Series or Issue is payable on acceleration under Section 502 or provable in
     bankruptcy under Section 504(i) at any time, a schedule of or the manner of
     computing the amounts which are so payable and provable from time to time;

         (10) The form of the Securities of such Series (which may be, but which
     need not be,  consistent  with the form set forth in Article  Two  hereof),
     including  whether the Securities of the Series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     Depositary or Depositaries for such Global Security or Securities;

         (11) If other than United States dollars,  the  currency(ies)  in which
     payment of the principal of (and premium,  if any) or interest,  if any, on
     the Securities of that Series or Issue shall be payable;

         (12) If the principal of (and premium, if any) or interest,  if any, on
     the  Securities of that Series or Issue are to be payable,  at the election
     of the Company or a Holder thereof,  in a currency or currencies other than
     that in which the  Securities  are  stated  to be  payable,  the  period or
     periods  within  which,  and the  terms and  conditions  upon  which,  such
     election may be made;

         (13) If the amount of payments of principal of (and premium, if any) or
     interest,  if  any,  on  the  Securities  of the  Series  or  Issue  may be
     determined  with  reference  to an index based on a currency or  currencies
     other  than that in which the  Securities  are  stated to be  payable,  the
     manner in which such amounts shall be determined; and

         (14) Any  other  terms  of the  Securities  of such  Series  or  Issue;
     provided,  that such other terms shall not be inconsistent with any express
     terms of this  Indenture or in conflict with any express terms of any other
     Series or Issue of Securities which shall be issued and Outstanding.

SECTION 302.  Denominations.

     Unless otherwise provided by Section 301 in connection with the issuance of
Global Securities,  the Securities of each Series or Issue may be issued only in
registered  form  without  coupons in  denominations  of $1,000 and any integral
multiple  thereof,  or in  such  other  currencies  or  denominations  as may be
specified  in, or  pursuant  to,  the  Authorizing  Resolution  or  supplemental
indenture relating to the Series.

SECTION 303.  Execution, Authentication, Delivery and Dating.

     The  Securities  shall be executed on behalf of the Company by its Chairman
or Vice Chairman of the Board, its President,  one of its Vice Presidents or its
Treasurer  under its  corporate  seal  reproduced  thereon  and  attested by its
Secretary or one of its  Assistant  Secretaries.  The  signature of any of these
officers on the Securities may be manual or facsimile.

Exhibit 4.2                             19
<PAGE>

     Securities  bearing the manual or facsimile  signatures of individuals  who
were at any time the proper  officers  of the  Company  shall  bind the  Company
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the  execution and delivery of this
Indenture,  the  Company may deliver  Securities  of any Series  executed by the
Company  to the  Authenticating  Agent,  together  with a Company  Order for the
authentication  and delivery of such  Securities.  The Company Order may provide
that the Securities  which are the subject  thereof shall be  authenticated  and
delivered  by the  Authenticating  Agent upon the  telephonic,  written or other
order of Persons  designated  in the Company  Order,  and that such  Persons are
authorized to specify the terms and conditions of such Securities, to the extent
permitted by the  Authorizing  Resolution  or  supplemental  indenture  relating
thereto.  The Trustee shall execute and deliver the  supplemental  indenture (if
any) and the Authenticating Agent shall authenticate and deliver said Securities
as specified in such Company Order; provided,  that, prior to authentication and
delivery  of  the  first   Securities  of  any  Series,   the  Trustee  and  the
Authenticating Agent shall have received:

         (1) A copy of the Authorizing Resolution;

         (2) A supplemental indenture in respect of the  issuance of the Series,
     if  called  for by the  terms  of the  Authorizing  Resolution  in  respect
     thereof, executed on behalf of the Company;

         (3) An Officers'  Certificate to the effect that the Securities of such
     Series comply or will comply with the  requirements  of this  Indenture and
     the said Authorizing Resolution and supplemental indenture (if any);

         (4) An Opinion of Counsel (a) to the effect that (i) the  Securities of
     such Series, the Authorizing  Resolution and the supplemental indenture (if
     any) relating  thereto comply or will comply with the  requirements of this
     Indenture and (ii) the Securities of such Series,  when  authenticated  and
     delivered by the  Authenticating  Agent in accordance with the said Company
     Order,  will  constitute  valid and binding  obligations of the Company and
     enforceable in accordance  with their terms,  subject to (A) bankruptcy and
     other laws affecting  creditors' rights generally as in effect from time to
     time, (B) limitations of generally  applicable equitable principles and (C)
     other  exceptions  acceptable  to the  Trustee  and  its  counsel;  and (b)
     relating  to such  other  matters as may  reasonably  be  requested  by the
     Trustee or its counsel; and

         (5)  If  the  Securities  to be  issued  are  Original  Issue  Discount
     Securities,  an Officers'  Certificate  setting forth the Yield to Maturity
     for the Securities or other  information  sufficient to compute amounts due
     on  acceleration,  or specifying the manner in which such amounts are to be
     determined,  provided  that such Yield to Maturity  and other facts are not
     specified in the form of the Securities.

     Subject to Section 601  hereof,  the  Authenticating  Agent and the Trustee
shall be fully  protected  in  relying  upon the  documents  delivered  to it as
provided above in connection with the issuance of any Series of Securities.

Exhibit 4.2                             20
<PAGE>

     The  Authenticating  Agent shall have the right to decline to  authenticate
and deliver any Securities under this Section if the Authenticating Agent, being
advised by counsel,  determines that such action may not lawfully be taken or if
the  Authenticating  Agent  in good  faith  by a  committee  of its  Responsible
Officers shall determine that such action would expose the Authenticating  Agent
to liability to Holders of previously issued and Outstanding Securities.

     Each  Security  shall  be  dated  the  date  of its  authentication  unless
otherwise specified in the Authorizing Resolution relating thereto.

     No Security  shall be entitled to any benefit under this  Indenture,  or be
valid or  obligatory  for any purpose,  unless there  appears on such Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by the  Authenticating  Agent by the  manual  signature  of one of its
authorized  signatories,  and  such  certificate  upon  any  Security  shall  be
conclusive  evidence,  and the only  evidence,  that such Security has been duly
authenticated and delivered hereunder.

SECTION 304.  Temporary Securities.

     Pending the  preparation  of definitive  Securities of any Series or Issue,
the Company may execute,  and upon compliance  with the  requirements of Section
303  the  Authenticating   Agent  shall  authenticate  and  deliver,   temporary
Securities,  which may be printed,  lithographed,  typewritten,  photocopied  or
otherwise  produced,  in any  denomination,  substantially  of the  tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions,  omissions,  substitutions and other variations as may, consistently
herewith, be determined by the officers executing such Securities,  as evidenced
by their execution of such Securities.

     If  temporary  Securities  of any Series or Issue are  issued,  the Company
shall  thereafter  cause  definitive  Securities  for such Series or Issue to be
prepared  without  unreasonable  delay.  After  the  preparation  of  definitive
Securities,  the  temporary  Securities  shall be  exchangeable  for  definitive
Securities upon surrender of the temporary  Securities,  at the office or agency
of the Company  provided for that purpose,  without  charge to the Holder.  Upon
surrender for  cancellation of any one or more temporary  Securities the Company
shall execute and the  Authenticating  Agent shall  authenticate  and deliver in
exchange therefor a like principal amount of definitive Securities of authorized
denominations.  Until  so  exchanged,  the  temporary  Securities  shall  in all
respects be entitled to the same  benefits  under this  Indenture as  definitive
Securities.

SECTION 305.  Global Securities

     If the Company shall establish  pursuant to Section 301 that the Securities
of a  Series  are to be  issued  in  whole or in part in the form of one or more
Global  Securities,  then the Company  shall execute and the Trustee  shall,  in
accordance  with this Section and the Company Order with respect to such Series,
authenticate and deliver one or more Global Securities in temporary or permanent
form that (i) shall  represent and shall be denominated  in an aggregate  amount
equal to the aggregate  principal  amount of the Outstanding  Securities of such
Series  to be  represented  by one or more  Global  Securities,  (ii)  shall  be
registered in the name of the Depositary for such Global  Security of Securities
or the nominee of such  Depositary,  (iii) shall be  delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction and (iv) shall bear
a legend  substantially  to the following effect (or such other legend as may be
prescribed by the Depositary):  "Unless and until it is exchanged in whole or in

Exhibit 4.2                             21
<PAGE>

part for  Securities in  definitive  registered  form,  this Security may not be
transferred except as a whole by the Depositary to the nominee of the Depositary
or by a nominee of the  Depositary to the  Depositary or another  nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary."

     Each Depositary designated pursuant to Section 301 for a Global Security in
registered  form must, at the time of its  designation and at all times while it
serves as Depositary, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.

     Beneficial  owners of part or all of a Global  Security shall be subject to
the rules of the  Depositary  as in effect from time to time.  The Company,  the
Trustee and the Paying Agent shall not be responsible  for any acts or omissions
of the Depositary, for any Depositary records of beneficial interests or for any
transactions between the Depositary and beneficial owners.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged  in whole or in part  for  Securities  in  definitive  form,  a Global
Security  representing all or a portion of the Securities of a Series may not be
transferred  except as a whole by the Depositary for such Series or to a nominee
of such  Depositary  or by a nominee of such  Depositary  to such  Depositary or
another  nominee of such Depositary or by such Depositary or any such nominee to
a  successor  Depositary  for  such  Series  or  a  nominee  of  such  successor
Depositary.

     If at any time the Depositary  for any Securities of a Series  notifies the
Company  that it is  unwilling  or  unable to  continue  as  Depositary  for the
Securities of such Series or if at any time the Depositary for the Securities of
such Series shall no longer be eligible  under  Section  305, the Company  shall
appoint a successor  Depositary  eligible under Section 305, with respect to the
Securities of such Series. If a successor  Depositary eligible under Section 305
for the Securities of such Series is not appointed by the Company within 90 days
after the Company  receives such notice or becomes aware of such  ineligibility,
the Company's  election that the Securities of such Series be represented by one
or more  Global  Securities  shall no longer be  effective  with  respect to the
Securities of such Series and the Company  shall  execute and the Trustee,  upon
receipt of a Company  Order for the  authentication  and delivery of  definitive
Securities of such Series,  shall  authenticate and deliver,  Securities of such
Series  in  definitive  form  in an  aggregate  principal  amount  equal  to the
principal amount of the Global Security or Securities  representing  such Series
in exchange for such Global Security or Securities.

     The Company may at any time and in its sole  discretion  determine that the
Securities  of any Series  issued in the form of one or more  Global  Securities
shall no longer be  represented by such Global  Security or Securities.  In such
event the Company  shall  execute,  and the  Trustee,  upon receipt of a Company
Order for the  authentication  and  delivery of  definitive  Securities  of such
Series, shall authenticate and deliver,  Securities of such Series in definitive
form and in an aggregate  principal  amount equal to the principal amount of the
Global  Security or  Securities  representing  such Series in exchange  for such
Global Security or Securities.

     If  specified  by the Company  pursuant  to Section  301 with  respect to a
Series of Securities  represented by a Global Security,  the Depositary for such
Global  Securities may surrender a Global Security for such Series of Securities
in exchange in whole or in part for Securities of such Series in definitive form
on such terms as are acceptable to the Company and such  Depositary.  Thereupon,

Exhibit 4.2                             22
<PAGE>

the Company  shall  execute,  and the Trustee  shall  authenticate  and deliver,
without service charge:

         (i) to each  Person  specified  by such  Depositary  a new  Security or
     Securities of the same Series, of any authorized  denomination as requested
     by such Person in aggregate  principal  amount equal to and in exchange for
     such Person's beneficial interest in the Global Security; and

         (ii) to such Depositary a new Global  Security in a denomination  equal
     to the difference,  if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of Securities  delivered
     pursuant to clause (i) above.

     In any exchange provided for in this Section,  the Company will execute and
the Trustee will  authenticate and deliver  Securities in definitive  registered
form in authorized denominations.

     Upon the  exchange  of a  Global  Security  for  Securities  in  definitive
registered  form,  such Global  Security shall be cancelled by the Trustee or an
agent of the Company or the  Trustee.  The  Trustee or such agent shall  deliver
such  Securities to or as directed by the Persons in whose names such Securities
are so registered.

SECTION 306.  Registration, Registration of Transfer and Exchange.

     The  Company  shall  cause to be kept a register  at one of its  offices or
agencies  maintained  pursuant  to  Section  1002  (herein  referred  to as  the
"Security  Register") in which,  subject to such  reasonable  regulations as the
Company  may  prescribe,  the Company  shall  provide  for the  registration  of
Securities and the  registration  of transfers of Securities.  At all reasonable
times the Security  Register  shall be open for  inspection by the Trustee.  The
Security Register shall be kept at the said office or agency, and said office or
agency is hereby  initially  appointed  "Security  Registrar" for the purpose of
registering  Securities and transfers of Securities as herein  provided.  If the
Security  Registrar  shall not be the  Authenticating  Agent in  respect  of any
Series,  the Company  shall  promptly  notify the  Security  Registrar as to the
amounts and terms of each  Security of such Series which shall be  authenticated
and delivered  hereunder,  and as to the names in which such Securities shall be
registered.

     Upon surrender for  registration  of transfer of any Security at the office
or agency of the Company  provided for that purpose,  the Company shall execute,
and the Authenticating  Agent shall authenticate and deliver, in the name of the
designated  transferee or  transferees,  one or more new  Securities of the same
Issue and Stated Maturity of a like aggregate principal amount.

     All  Securities  issued  upon any  registration  of transfer or exchange of
Securities  shall be the valid  obligations of the Company,  evidencing the same
debt, and entitled to the same benefits under this Indenture,  as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security  presented or surrendered  for  registration  of transfer or
exchange  shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written  instrument of transfer in form  satisfactory  to
the Company and the Security  Registrar duly executed,  by the Holder thereof or
his attorney duly authorized in writing.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Securities,  but the Company may require payment of a sum sufficient

Exhibit 4.2                             23
<PAGE>

to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 304, 906 or 1108 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Security of any Series during a period  beginning at the opening of
the day which is 15  Business  Days before the day of the mailing of a notice of
redemption of Securities of such Series  selected for  redemption  under Section
1104 and ending at the close of business on the day of such mailing,  or (ii) to
register the transfer of or exchange any Security so selected for  redemption in
whole or in part,  except,  in the case of any  Security to be redeemed in part,
the portion thereof not to be redeemed.

     At the option of the Holder (other than a Global  Security),  Securities of
any  Issue  may be  exchanged  for  other  Securities  of the same  Issue of any
authorized  denominations,  of a like aggregate principal amount, upon surrender
of the  Securities  to be  exchanged  at such  office or  agency.  Whenever  any
Securities are so surrendered for exchange,  the Company shall execute,  and the
Authenticating  Agent shall  authenticate and deliver,  the Securities which the
Holder making the exchange is entitled to receive.

SECTION 307.  Mutilated, Destroyed, Lost and Stolen Securities.

     If (i) any mutilated Security is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction,  loss
or theft of any  Security,  and (ii) there is  delivered  to the Company and the
Trustee  such  security or  indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Trustee that
such  Security has been  acquired by a bona fide  purchaser,  the Company  shall
execute and upon its request the  Authenticating  Agent shall  authenticate  and
deliver, in exchange for, or in lieu of, any such mutilated,  destroyed, lost or
stolen  Security,  a new  Security of like tenor,  Issue and  principal  amount,
bearing  a  number  not  assigned  to any  Security  of  the  same  Series  then
outstanding.

     In case any such mutilated,  destroyed,  lost or stolen Security has become
or is about to become  due and  payable,  the  Company  in its  discretion  may,
instead of issuing a new  Security,  pay the  indebtedness  represented  by such
Security.

     Upon the issuance of any new Security  under this Section,  the Company may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every  new  Security  issued  pursuant  to  this  Section  in  lieu  of any
destroyed,  lost or stolen  Security  shall  constitute  an original  additional
contractual  obligation of the Company,  whether or not the  destroyed,  lost or
stolen  Security  shall be at any  time  enforceable  by  anyone,  and  shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of the same Issue duly issued hereunder.

     The  provisions of this Section are  exclusive  and (to the extent  lawful)
shall preclude all other rights and remedies with respect to the  replacement or
payment of mutilated,  destroyed,  lost or stolen  Securities.  If a Security is
replaced  pursuant to Section 307, it shall cease to be  Outstanding  unless the

Exhibit 4.2                             24
<PAGE>

Company receives proof  satisfactory to it that the replaced Security is held by
a protected purchaser, as defined in the New York Uniform Commercial Code.

SECTION 308.  Payment of Interest; Interest Rights Preserved.

     Interest which is payable,  and is punctually paid or duly provided for, on
any Interest Payment Date, on the Securities of any Issue,  shall be paid to the
Persons in whose names the  Securities (or one or more  Predecessor  Securities)
are  registered  at the close of business  on the  Regular  Record Date for such
interest.

     Any  interest on any  Security  of any Issue  which is payable,  but is not
punctually  paid or duly  provided for, on any Interest  Payment Date,  together
with any interest thereon (herein called  "Defaulted  Interest") shall forthwith
cease to be payable to the Holder,  as such, on the Regular Record Date for such
payment; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted  Interest to
     the Persons in whose names the Securities (or their respective  Predecessor
     Securities)  are  registered  at the close of business on a Special  Record
     Date for the payment of such  Defaulted  Interest,  which shall be fixed in
     the  following  manner.  The Company shall notify the Trustee in writing of
     the amount of Defaulted  Interest  proposed to be paid on each  Security of
     such Issue and the date of the proposed  payment,  and at the same time the
     Company  shall  deposit  with the  Trustee an amount of money  equal to the
     aggregate  amount of such Defaulted  Interest  proposed to be paid or shall
     make arrangements satisfactory to the Trustee for such deposit prior to the
     date of the proposed payment, such money when deposited to be held in trust
     for the  benefit of the  Persons  entitled to such amount as in this Clause
     provided.  Thereupon  the Trustee  shall fix a Special  Record Date for the
     payment of such Defaulted Interest which shall be not more than 15 days and
     not less than 10 days  prior to the date of the  proposed  payment  and not
     less than 10 days  after the  receipt  by the  Trustee of the notice of the
     proposed  payment.  The Trustee shall  promptly  notify the Company of such
     Special  Record Date and,  in the name and at the  expense of the  Company,
     shall cause notice of the proposed  payment of such Defaulted  Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of  Securities of such Issue at his address as it appears in
     the Security  Register  not less than 10 days prior to such Special  Record
     Date.  Notice of the proposed  payment of such  Defaulted  Interest and the
     Special  Record  Date  therefor  having  been  mailed  as  aforesaid,  such
     Defaulted  Interest  shall be paid to the  Persons in whose  names the said
     Securities (or their respective  Predecessor  Securities) are registered on
     such  Special  Record  Date and shall no longer be payable  pursuant to the
     following Clause (2).

         (2) The Company may make payment of any Defaulted Interest in any other
     lawful manner not  inconsistent  with the  requirements  of any  securities
     exchange on which the  Securities  of such  Series may be listed,  and upon
     such notice as may be required by such exchange,  if, after notice given by
     the Company to the Trustee of the proposed payment pursuant to this Clause,
     such payment shall be deemed practicable by the Trustee.

     Subject  to  the  foregoing  provisions  of  this  Section,  each  Security
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest  accrued
and unpaid, and to accrue, which were carried by such other Security.

Exhibit 4.2                             25
<PAGE>

SECTION 309.  Persons Deemed Owners.

     Prior to due presentment for registration of transfer of any Security,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Security is  registered  as the owner of such  Security
for the purpose of receiving payment of principal of (and premium,  if any), and
(subject to Section 308) interest on, such  Security and for all other  purposes
whatsoever,  whether or not such  Security be overdue,  and neither the Company,
the Trustee  nor any agent of the  Company or the  Trustee  shall be affected by
notice to the contrary.

SECTION 310.  Cancellation.

     All  Securities  surrendered  for  payment,  redemption,   registration  of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee.  All  Securities  so delivered  and any  Securities
surrendered  directly  to the  Trustee  for any such  purpose  shall be promptly
cancelled by the Trustee and all Securities of any Series or Issue  delivered to
the Trustee  for credit  against  any  Sinking  Fund  payment in respect of such
Series or Issue  pursuant  to Section  1202 shall be promptly  cancelled  by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Securities  previously  authenticated and delivered  hereunder which the Company
may have  acquired in any manner  whatsoever,  and all  Securities  so delivered
shall be promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in  exchange  for any  Securities  cancelled  as  provided in this
Section,  except  as  expressly  permitted  by  this  Indenture.  All  cancelled
Securities  held by the Trustee  shall be destroyed and  certification  of their
destruction delivered to the Company unless by a Company Order the Company shall
direct that cancelled Securities be returned to it.

                    ARTICLE FOUR--SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

     This  Indenture  shall  cease to be of  further  effect  (except  as to any
surviving  rights of registration  of transfer or exchange of Securities  herein
expressly  provided  for,  and except as otherwise  provided in the  Authorizing
Resolution in respect of any Series),  and the Trustee,  on demand of and at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when

         (1)  either

              (A) all Securities theretofore  authenticated and delivered (other
         than (i) Securities which have been destroyed, lost or stolen and which
         have  been  replaced  or paid  as  provided  in  Section  307 and  (ii)
         Securities  for whose payment money has  theretofore  been deposited in
         trust or  segregated  and held in trust by the Company  and  thereafter
         repaid to the Company or  discharged  from such  trust,  as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

              (B) all such  Securities not theretofore  delivered to the Trustee
         for cancellation

                      (i)   have become due and payable, or

                      (ii)  will become due and payable at their Stated Maturity
                  within one year, or

                      (iii) are  to be  called for redemption  within  one  year
                  under  arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

Exhibit 4.2                             26
<PAGE>

         and the  Company,  in the  case  of  (i),  (ii)  or  (iii)  above,  has
         irrevocably  deposited or caused to be  irrevocably  deposited with the
         Trustee as trust  funds in trust for the  purpose an amount of money or
         U.S.  Governmental  Obligations  sufficient  to pay and  discharge  the
         entire indebtedness on such Securities not theretofore delivered to the
         Trustee for  cancellation,  for  principal  (and  premium,  if any) and
         interest to the date of such deposit (in the case of  Securities  which
         have become due and  payable) or to the Stated  Maturity or  Redemption
         Date, as the case may be;

         (2)  the Company  has paid or caused to be paid all other  sums payable
     hereunder by the Company;

         (3)  the Company has  delivered to the Trustee a Company  Order setting
     forth its election that this Indenture shall be discharged; and

         (4)  the Company has delivered to the Trustee an Officers'  Certificate
     and an Opinion of Counsel each stating that all conditions precedent herein
     provided for relating to the  satisfaction  and discharge of this Indenture
     have been complied with.

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture,  the
obligations of the Company to the Trustee under Section 607 shall survive.

SECTION 402.  Application of Trust Money.

     All money and U.S.  Governmental  Obligations  deposited  with the  Trustee
pursuant  to  Section  401 (or into  which  such  money  and  U.S.  Governmental
Obligations  are  reinvested)  shall  be held in trust  and  applied  by it,  in
accordance  with the  provisions of the Securities  and this  Indenture,  to the
payment,  either  directly or through any Paying  Agent  (including  the Company
acting as its own Paying  Agent) as the  Trustee may  determine,  to the Persons
entitled  thereto,  of the  principal  (and  premium,  if any) and  interest for
payment of which such money has been deposited with the Trustee;  but such money
and U.S. Governmental Obligations need not be segregated from other funds except
to the extent required by law.

                             ARTICLE FIVE--REMEDIES

SECTION 501.  Events of Default.

     "Event of Default" wherever used herein means, with respect to any Issue of
Securities,  any one of the following events (whatever the reason for such Event
of Default and whether it shall be  voluntary or  involuntary  or be effected by
operation  of law or pursuant to any  judgment,  decree or order of any court or
any order,  rule or  regulation of any  administrative  or  governmental  body),
unless  it is  either  inapplicable  to a  particular  Series  or Issue or it is
specifically   deleted  or  modified  in  the  Authorizing   Resolution   and/or
supplemental indenture (if any) in respect of the Series or Issue, and any other
events which may be specified as Events of Default in the Authorizing Resolution
and/or supplemental indenture (if any) in respect of such Series or Issue:

              (1) default in the payment of any installment of interest upon any
         Security of such Issue when it becomes due and payable, and continuance
         of such default for a period of 30 days; or

Exhibit 4.2                             27
<PAGE>

              (2) default in the payment of the  principal  of (or  premium,  if
         any, on) any Security of such Issue at its  Maturity,  and, in the case
         of such a Security that becomes due and payable by the terms of Article
         Eleven, continuance of such default for a period of 30 days; or

              (3)  default in the  deposit of any Sinking  Fund  installment  in
         respect of such Issue, when and as payable by the terms of Section 1201
         hereof, and continuance of such default for a period of 30 days; or

              (4)  default in the  performance,  or breach,  of any  covenant or
         warranty of the Company in this Indenture (other than (a) a covenant or
         warranty relating exclusively to one or more other Issues of Securities
         issued hereunder and (b) a default in whose performance or whose breach
         is elsewhere in this Section  specifically dealt with), and continuance
         of such  default or breach for a period of 90 days after there has been
         given,  by registered or certified  mail, to the Company by the Trustee
         or to the  Company  and the  Trustee by the  Holders of at least 25% in
         principal amount of the Securities of all Issues  Outstanding (or, with
         respect to any such  covenant or agreement  which is not  applicable to
         all Issues of  Securities,  by the Holders of at least 25% in aggregate
         principal  amount of the Outstanding  Securities of all Issues to which
         it is applicable)  (in each case voting as a single  class),  a written
         notice  specifying  such  default  or  breach  and  requiring  it to be
         remedied  and  stating  that  such  notice  is a  "Notice  of  Default"
         hereunder; or

              (5) the  entry of an order for  relief  under  the  United  States
         federal  bankruptcy laws or the entry of any other decree or order by a
         court  having  jurisdiction  in the  premises  adjudging  the Company a
         bankrupt  or  insolvent,  or  approving  as  properly  filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company under the United States federal  bankruptcy laws
         or any other applicable federal or state law, or appointing a receiver,
         liquidator,  assignee,  trustee,  custodian,   sequestrator  (or  other
         similar  official)  of the  Company or of any  substantial  part of its
         property, or ordering the winding up or liquidation of its affairs, and
         the  continuance of any such decree or order unstayed and in effect for
         a period of 60 consecutive days; or

              (6) the  commencement by the Company of a voluntary case under the
         United  States  federal  bankruptcy  laws,  or the  institution  by the
         Company of proceedings  to be  adjudicated a bankrupt or insolvent,  or
         the  consent  by it to the  institution  of  bankruptcy  or  insolvency
         proceedings  against it, or the filing by it of a petition or answer or
         consent  seeking  reorganization,  an arrangement  with creditors or an
         order for relief under the United States federal bankruptcy laws or any
         other  applicable  federal  or state law,  or the  consent by it to the
         filing  of any  such  petition  or to the  appointment  of a  receiver,
         liquidator,  assignee,  trustee,  custodian,   sequestrator  (or  other
         official) of the Company or of any substantial part of its property, or
         the making by it of an assignment for the benefit of creditors,  or the
         admission by it in writing of its inability to pay its debts  generally
         as they become due, or, to the knowledge of the Trustee,  the taking of
         corporate action by the Company in furtherance of any such action.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

     If any one or more of the Events of Default  described  in clauses (1), (2)
or (3) of Section 501 with  respect to  Securities  of any Series or Issue shall

Exhibit 4.2                             28
<PAGE>

happen,  then,  and in each and every such case,  during the  continuance of any
such Event of Default,  either the Trustee, by notice in writing to the Company,
or the  Holders  of at least 25% in  principal  amount of such  Securities  then
Outstanding, by notice in writing to the Company and to the Trustee, may declare
the  principal  amount (or,  if such  Securities  are  Original  Issue  Discount
Securities,  such  portion  of the  principal  amount as may then be  payable on
acceleration  as  provided  in the terms  thereof)  of and  accrued  and  unpaid
interest on all such Securities  then  Outstanding (if not then due and payable)
to be immediately due and payable,  and upon any such declaration the same shall
become and be immediately due and payable,  anything in this Indenture or in the
Securities contained to the contrary notwithstanding.  If any one or more of the
Events of Default described in clause (4) of Section 501 shall happen, then, and
in each and  every  such  case,  during  the  continuance  of any such  Event of
Default, either the Trustee, by notice in writing to the Company, or the Holders
of at least  25% in  principal  amount  of the  Securities  of all  Issues  then
Outstanding  (or,  if  such  default  is not  applicable  to all  Issues  of the
Securities,  the Holders of at least 25% in principal  amount of the Outstanding
Securities  of all Issues to which it is  applicable)  (in each case voting as a
single  class),  by notice in writing to the  Company  and to the  Trustee,  may
declare  the  principal  amount (or,  if the  Securities  of any such Issues are
Original Issue Discount Securities,  such portion of the principal amount as may
then be payable on  acceleration  as provided in the terms of that Issue) of and
accrued and unpaid interest on all the Securities (or all the Securities of such
Issues,  if such default is not applicable to all Issues of the Securities) then
Outstanding (if not then due and payable) to be immediately due and payable, and
upon any such  declaration  the same  shall  become and be  immediately  due and
payable,  anything  in this  Indenture  or in the  Securities  contained  to the
contrary notwithstanding.  If any one or more of the Events of Default described
in clauses (5) or (6) of Section 501 shall happen,  then,  and in each and every
such case,  during the  continuance  of any such  Event of  Default,  either the
Trustee,  by notice in writing to the Company, or the Holders of at least 25% in
principal  amount of all the  Securities  then  Outstanding  (voting as a single
class), by notice in writing to the Company and to the Trustee,  may declare the
principal amount (or, if any Securities are Original Issue Discount  Securities,
such portion of the principal  amount as may then be payable on  acceleration as
provided in the terms  thereof)  of and  accrued and unpaid  interest on all the
Securities then Outstanding (if not then due and payable), to be immediately due
and  payable,  and upon any  such  declaration  the  same  shall  become  and be
immediately  due and payable,  anything in this  Indenture or in the  Securities
contained to the contrary notwithstanding.

     At any time after such a  declaration  of  acceleration  has been made with
respect to any  Securities  and before a judgment  or decree for  payment of the
money due has been  obtained  by the  Trustee  as  hereinafter  in this  Article
provided,  the  Holders of a majority  in  principal  amount of such  Securities
Outstanding (voting as a single class), by written notice to the Company and the
Trustee,  may rescind and annul such  declaration  and its  consequences  if the
rescission  would not  conflict  with any judgment or decree and if all existing
Events of Default have been cured or waived  except  nonpayment  of principal or
interest that has become due solely because of the acceleration.

     No such rescission shall affect any subsequent  default or impair any right
consequent thereon.

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if

Exhibit 4.2                             29
<PAGE>

         (1)  default is made in the payment of any  installment  of interest on
     any Security  when such  interest  becomes due and payable and such default
     continues  for the period of grace,  if any,  provided  for with respect to
     such payment, or

         (2) default is made in the payment of the principal of (or premium,  if
     any, on) any Security at its  Maturity and such default  continues  for the
     period of grace, if any, provided for with respect to such payment,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of all such  Securities,  the whole  amount then due and payable on such
Securities for principal (and premium, if any) and interest,  with interest,  to
the extent that payment of such interest is lawful,  upon the overdue  principal
(and premium,  if any) and installments of interest from the due date thereof at
the rate borne by such  Securities  or, in the case of Original  Issue  Discount
Securities,  at a rate equal to the Yield to Maturity thereof,  and, in addition
thereto,  such  further  amount  as shall be  sufficient  to cover the costs and
expenses  of  collection,  including  the  reasonable  compensation,   expenses,
disbursements and advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts  forthwith  upon such demand,  the
Trustee,  in its own name and as trustee of an express  trust,  may  institute a
judicial  proceeding for the  collection of the sums so due and unpaid,  and may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the Company or any other  obligor upon such  Securities  and collect the
moneys  adjudged  or decreed to be payable in the manner  provided by law out of
the property of the Company or any other obligor upon such Securities,  wherever
situated.

     If an Event of Default  with  respect to one or more  Issues of  Securities
occurs and is continuing,  the Trustee may in its discretion  proceed to protect
and enforce its rights and the rights of the Holders of such  Securities by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement  in this  Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

SECTION 504.  Trustee May File Proofs of Claim.

     In case  of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to the  Company  or any other  obligor  upon the
Securities  or the  property of the  Company or of such other  obligor or its or
their  creditors,  the Trustee  (irrespective  of whether the  principal  of the
Securities shall then be due and payable as therein  expressed or by declaration
or otherwise and  irrespective of whether the Trustee shall have made any demand
on the  Company  for the  payment of overdue  principal  or  interest)  shall be
entitled and empowered, by intervention in such proceeding or otherwise,

         (i) to file and prove a claim for the whole  amount (or, in the case of
     Original Issue Discount  Securities,  such portion of the principal  amount
     thereof as shall then be provable in  bankruptcy  as specified  therein) of
     principal (and premium, if any) and interest owing and unpaid in respect of
     the  Securities  and to file  such  other  papers  or  documents  as may be
     necessary  or  advisable  in  order  to  have  the  claims  of the  Trustee
     (including   any  claim   for  the   reasonable   compensation,   expenses,
     disbursements  and advances of the Trustee,  its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

Exhibit 4.2                             30
<PAGE>

         (ii)     to collect and receive any moneys or other property payable or
     deliverable  on any such claims and to distribute the same;

and any receiver,  liquidator,  assignee, trustee,  custodian,  sequestrator (or
other similar official) in any such judicial  proceeding is hereby authorized by
each  Holder to make such  payments  to the  Trustee,  and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the  Trustee  any  amount  due to it  for  the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 607.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the rights of any Holder  thereof,  or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this  Indenture or the Securities may
be prosecuted  and enforced by the Trustee  without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the  reasonable  compensation,  expenses,  disbursements  and
advances of the Trustee,  its agents and counsel,  be for the ratable benefit of
the  Holders  of the  Securities  in respect  of which  such  judgment  has been
recovered.

SECTION 506.  Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article with respect to
the Securities of an Issue shall be applied in the following  order, at the date
or dates fixed by the Trustee and, in case of the  distribution of such money on
account of principal (or premium, if any) or interest,  upon presentation of the
Securities  of such  Issue  and the  notation  thereon  of the  payment  if only
partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment  of all  amounts due to the Trustee under Section
     607;

         SECOND:  In case the  principal of the  Securities  in respect of which
     moneys  have  been  collected  shall  not have  become  and be then due and
     payable,  to the  payment of interest  on the  Securities  of such Issue in
     default in the order of the maturity of the  installments of such interest,
     with  interest (to the extent that  payment of such  interest is lawful and
     such  interest  has  been  collected  by  the  Trustee)  upon  the  overdue
     installments  of interest at the same rate as the rate of interest or Yield
     to Maturity (in the case of Original Issue Discount Securities)  applicable
     to such  Securities,  such  payments  to be  made  ratably  to the  persons
     entitled thereto, without discrimination or preference;

         THIRD:  In case the  principal  of the  Securities  in respect of which
     moneys  have been  collected  shall  have  become and shall be then due and
     payable,  to the payment of the whole amount then owing and unpaid upon all
     the  Securities  of such Issue for  principal  and  interest,  with (to the
     extent that payment of such  interest is lawful and such  interest has been
     collected by the Trustee)  interest  upon the overdue  principal,  and upon
     overdue  installments  of interest at the same rate as the rate of interest
     or Yield to Maturity (in the case of Original  Issue  Discount  Securities)

Exhibit 4.2                             31
<PAGE>

     applicable to the  Securities of such Issue;  and in case such moneys shall
     be  insufficient to pay in full the whole amount so due and unpaid upon the
     Securities  of such  Issue,  then to the  payment  of  such  principal  and
     interest,  without preference or priority of principal over interest, or of
     interest over  principal,  or of any installment of interest over any other
     installment  of  interest,  or of any Security of such Issue over any other
     Security of such Issue,  ratably to the  aggregate  of such  principal  and
     accrued and unpaid interest.

         FOURTH: To the Company.

SECTION 507.  Limitation on Suits.

     No  Holder  of any  Securities  shall  have  any  right  to  institute  any
proceeding,  judicial  or  otherwise,  with  respect  to this  Indenture  or the
Securities,  or for the  appointment of a receiver or trustee,  or for any other
remedy hereunder, unless

         (1)  the Trustee shall have received written notice from such Holder of
     a continuing  Event of Default in respect of such Securities;

         (2)  the Trustee shall have received a written request from the Holders
     of not less than 25% in principal  amount of the Outstanding  Securities of
     the Issue or Series in respect of which the Event of Default  has  occurred
     to  institute  proceedings  in  respect of such Event of Default in its own
     name as Trustee hereunder;

         (3)  such Holder or  Holders  have  offered to the  Trustee  reasonable
     indemnity  against the costs,  expenses and  liabilities  to be incurred in
     compliance with such request;

         (4)  the Trustee for 60 days after its receipt of such notice,  request
     and offer of  indemnity  has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the  Trustee  during  such 60 day period by the Holders of a majority in
     principal amount of the Outstanding Securities of such Series or Issue;

it being  understood  and intended  that no one or more Holders of Securities of
any Series or Issue shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect,  disturb or prejudice
the rights of any other  Holders of  Securities  of that Series or Issue,  or to
obtain or to seek to obtain  priority or  preference  over any other  Holders of
Securities of that Series or Issue or to enforce any right under this Indenture,
except in the manner  herein  provided and for the equal and ratable  benefit of
all the Holders of Securities of such Series or Issue.

SECTION 508.  Unconditional  Right of Holders to Receive Principal,  Premium and
Interest.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security shall have the absolute and  unconditional  right to receive payment of
the principal of (and premium,  if any) and (subject to Section 308) interest on
such Security on the  respective  Stated  Maturities  expressed in such Security
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement  of any such payment,  and such right shall not be impaired
without the consent of such Holder.

Exhibit 4.2                             32
<PAGE>

SECTION 509.  Restoration of Rights and Remedies.

     If the Trustee or any Holder has  instituted  any proceeding to enforce any
right or remedy under this Indenture and such  proceeding has been  discontinued
or abandoned for any reason, or has been determined  adversely to the Trustee or
to such  Holder,  then and in every such case the  Company,  the Trustee and the
Holders shall,  subject to any  determination  in such  proceeding,  be restored
severally and respectively to their former positions  hereunder,  and thereafter
all rights and remedies of the Trustee and the Holders shall  continue as though
no such proceeding had been instituted.

SECTION 510.  Rights and Remedies Cumulative.

     No right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511.  Delay or Omission Not Waiver.

     No delay or  omission  of the  Trustee or of any Holder of any  Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or  constitute  a waiver of any such Event of Default or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised  from time to time,  and as often
as may be deemed  expedient,  by the Trustee or by the Holders,  as the case may
be.

SECTION 512.  Control by Holders.

     The  Holders  of not  less  than a  majority  in  principal  amount  of the
Outstanding  Securities of any Series  (voting as a single class) shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Trustee or exercising  any trust or power  conferred on
the Trustee in respect of the Securities of such Series, provided that

         (1)  such direction  shall not be in  conflict  with any rule of law or
     with this  Indenture  or unduly  prejudicial  to the  rights of  Holders of
     Securities  of all Series not joining in such  direction or, in the opinion
     of the Trustee, involve the Trustee in personal liability, and

         (2)  the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

SECTION 513.  Waiver of Past Defaults.

     The  Holders  of not  less  than a  majority  in  principal  amount  of the
Outstanding Securities of all Series affected thereby (voting as a single class)
may on behalf  of the  Holders  of all such  Securities  waive any past  default
hereunder and its consequences, except a default

         (1) in the payment of the principal of (or premium, if any) or interest
     on any Security, or

         (2) in respect of a covenant or provision  hereof  which under  Article
     Nine  cannot be  modified  or amended  without the consent of the Holder of
     each Outstanding Security affected.

Exhibit 4.2                             33
<PAGE>

     Upon any such waiver,  such default shall cease to exist,  and any Event of
Default arising  therefrom shall be deemed to have been cured, for every purpose
of this  Indenture;  but no such waiver shall extend to any  subsequent or other
default or impair any right consequent thereon.

SECTION 514.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Indenture,  or in any suit  against the  Trustee  for any action  taken or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Trustee,  to any suit instituted by any Holder, or group of Holders,  holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
all  Series  (or,  if the  matter  in issue  does not  relate  to all  Series of
Securities,  then the  Holders  of 10% in  principal  amount of the  Outstanding
Securities  of all  Series to which  such issue  relates)  (treated  as a single
class),  or to any suit  instituted  by any  Holder  of any  Securities  for the
enforcement of the payment of the principal of (or premium,  if any) or interest
on any such  Security on or after the  respective  Stated  Maturities  expressed
therein (or, in the case of redemption, on or after the Redemption Date).

SECTION 515.  Waiver of Stay or Extension Laws.

     The Company  covenants  (to the extent that it may  lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage  of, any stay or extension  law wherever  enacted,
now or at any time  hereafter  in force,  which may affect the  covenants or the
performance  of this  Indenture;  and the  Company  (to the  extent  that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 516.  Exemption from Individual Liability.

     No recourse  under or upon any  obligation,  covenant or  agreement of this
Indenture,  or of any  Security,  or for any claim based thereon or otherwise in
respect thereof,  shall be had against any incorporator,  stockholder,  officer,
director or employee, as such, past, present or future, of the Company or of any
successor Person,  either directly or through the Company,  whether by virtue of
any  constitution,  statute  or  rule  of  law,  or by  the  enforcement  of any
assessment  or penalty or otherwise,  it being  expressly  understood  that this
Indenture and the obligations issued hereunder are solely corporate  obligations
of the Company, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers, directors
or employees,  as such, of the Company or of any successor Person, or any of the
foregoing  Persons,   because  of  the  creation  of  the  indebtedness   hereby
authorized,  or under or by reason of the  obligations,  covenants or agreements
contained in this  Indenture or in any of the  Securities or implied  therefrom;
and that any and all such personal liability,  either at common law or in equity
or by  constitution  or  statute,  of,  and any and all such  rights  and claims
against, every such incorporator, stockholder, officer, director or employee, as
such, because of the creation of the indebtedness hereby authorized, or under or

Exhibit 4.2                             34
<PAGE>

by  reason  of the  obligations,  covenants  or  agreements  contained  in  this
Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issuance of such Securities.

                            ARTICLE SIX--The Trustee

SECTION 601.  Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

         (1) the Trustee  undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture,  and no implied  covenants
     or obligations shall be read into this Indenture against the Trustee; and

         (2)  in  the  absence  of  bad  faith  on its  part,  the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein,  upon certificates or opinions furnished to
     the Trustee and conforming to the  requirements of this  Indenture;  but in
     the case of any  such  certificates  or  opinions  which by any  provisions
     hereof are  specifically  required  to be  furnished  to the  Trustee,  the
     Trustee  shall be under a duty to examine the same to determine  whether or
     not they conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (c) No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act or its own wilful misconduct, except that

         (1) this  Subsection shall  not be  construed to  limit  the  effect of
     Subsection (a) of this Section;

         (2) the Trustee  shall not be liable for any error of judgment  made in
     good faith by a  Responsible  Officer,  unless it shall be proved  that the
     Trustee was negligent in ascertaining the pertinent facts;

         (3) the Trustee shall not be liable with respect to any action taken or
     omitted to be taken by it in good faith in accordance with the direction of
     the Holders of a majority in principal amount of the Outstanding Securities
     of all Series (voting as a single class)  relating to 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,  under this
     Indenture; and

         (4) no provision of this Indenture  shall require the Trustee to expend
     or risk its own funds or  otherwise  incur any  financial  liability in the
     performance  of any of its duties  hereunder,  or in the exercise of any of
     its rights or powers,  if it shall have  reasonable  grounds for  believing
     that  repayment  of such funds or adequate  indemnity  against such risk or
     liability is not reasonably assured to it.

Exhibit 4.2                             35
<PAGE>

     (d) Whether or not therein  expressly so provided,  every provision of this
Indenture  relating to the conduct or  affecting  the  liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602.  Notice of Defaults.

     Within 90 days after the occurrence of any default  hereunder in respect of
any Issue of  Securities,  the Trustee shall  transmit by mail to all Holders of
the  Securities  of such  Issue,  as their  names  and  addresses  appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security or in the payment of any Sinking Fund installment,  the
Trustee  shall be  protected  in  withholding  such notice if and so long as the
board of directors,  the executive  committee or a trust  committee of directors
and/or  Responsible  Officers  of the Trustee in good faith  determine  that the
withholding  of such notice is in the  interest of the  Holders;  and  provided,
further,  that in the case of any default of the character  specified in Section
501(4) no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.

SECTION 603.  Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

         (a) the Trustee may rely and shall be protected in acting or refraining
     from  acting  upon  any  resolution,  certificate,  statement,  instrument,
     opinion,  report,  notice,  request,   direction,   consent,  order,  bond,
     debenture, security or other paper or document believed by it to be genuine
     and to have been signed or presented by the proper party or parties;

         (b) any request or direction of the Company  mentioned  herein shall be
     sufficiently  evidenced  by a  Company  Request  or  Company  Order and any
     resolution  of the Board of Directors  may be  sufficiently  evidenced by a
     Board Resolution;

         (c) whenever in the  administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or  established  prior to taking,
     suffering  or omitting  any action  hereunder,  the Trustee  (unless  other
     evidence  be herein  specifically  prescribed)  may,  in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel and the advice of such counsel
     or any  Opinion of Counsel  shall be full and  complete  authorization  and
     protection  in  respect  of any  action  taken,  suffered  or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee  shall be under no  obligation  to exercise  any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee  reasonable  security or indemnity  against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

         (f) the Trustee shall not be bound to make any  investigation  into the
     facts  or  matters  stated  in  any  resolution,   certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,
     bond,  debenture  or  other  paper or  document,  but the  Trustee,  in its
     discretion,  may make such further inquiry or investigation into such facts
     or matters as it may see fit; and

Exhibit 4.2                             36
<PAGE>

         (g) the Trustee may  execute any of the trusts or powers  hereunder  or
     perform any duties  hereunder  either  directly or by or through  agents or
     attorneys and the Trustee shall not be  responsible  for any  misconduct or
     negligence on the part of any agent or attorney  appointed with due care by
     it hereunder.

SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

     The recitals  contained herein and in the Securities,  except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no  responsibility  for their  correctness.  The Trustee
makes no  representations as to the validity or sufficiency of this Indenture or
of  the  Securities.  The  Trustee  shall  not be  accountable  for  the  use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.  May Hold Securities.

     The Trustee,  any  Authenticating  Agent,  any Paying  Agent,  any Security
Registrar  or any other agent of the  Company,  in its  individual  or any other
capacity,  may become the owner or pledgee of Securities and, subject to Section
608, may  otherwise  deal with the Company with the same rights it would have if
it were not Trustee,  Authenticating  Agent, Paying Agent, Security Registrar or
such other agent.

SECTION 606.  Money Held in Trust.

     Money held by the Trustee in trust  hereunder  need not be segregated  from
other funds except to the extent  required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 607.  Compensation and Reimbursement.

     The Company agrees

         (1) to pay to the Trustee from time to time reasonable compensation for
     all services  rendered by it  hereunder  (which  compensation  shall not be
     limited by any provision of law in regard to the  compensation of a trustee
     of an express trust);

         (2) except as otherwise  expressly  provided  herein,  to reimburse the
     Trustee upon its request for all  reasonable  expenses,  disbursements  and
     advances  incurred or made by the Trustee in accordance  with any provision
     of this Indenture  (including the reasonable  compensation and the expenses
     and  disbursements  of its agents and  counsel),  except any such  expense,
     disbursement  or advance as may be  attributable  to its  negligence or bad
     faith; and

         (3) to indemnify the Trustee for, and to hold it harmless against,  any
     loss,  liability or expense incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of this trust, including the costs and expenses of defending itself against
     any claim or liability in connection  with the exercise or  performance  of
     any of its powers or duties hereunder.

     As security for the  performance  of the  obligations  of the Company under
this  Section,  the Trustee shall have a lien prior to the  Securities  upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the benefit of the Holders of particular Securities.

Exhibit 4.2                             37
<PAGE>

SECTION 608.  Disqualification; Conflicting Interests.

     The  Trustee  shall  comply  with the terms of Section  310 (b) of the TIA.
There  shall  be  excluded  from  the  terms of  Section  310(b)  of the TIA the
following Indentures and all series of debt securities issued thereunder:

                                [to be provided]


SECTION 609.  Corporate Trustee Required; Eligibility.

     There  shall  at  all  times  be  a  Trustee  hereunder  which  shall  be a
corporation  organized and doing business under the laws of the United States of
America or of any State,  authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $5,000,000, subject to
supervision or examination by Federal or State  authority.  If such  corporation
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this  Section the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so  published.  Neither the Company nor any Affiliate
of the  Company  shall  serve as Trustee  hereunder.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

SECTION 610.  Resignation and Removal; Appointment of Successor.

     (a) No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance of appointment by the successor Trustee under Section 611.

     (b) The Trustee may resign at any time with  respect to the  Securities  of
any Series by giving written notice thereof to the Company.  If an instrument of
acceptance by a successor  Trustee shall not have been  delivered to the Trustee
within 30 days after the giving of such  notice of  resignation,  the  resigning
Trustee may petition any court of competent  jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such Series.

     (c) The Trustee may be removed at any time with  respect to the  Securities
of any Series (i) by Act of the Holders of a majority in principal amount of the
Outstanding  Securities  of such  Series,  delivered  to the  Trustee and to the
Company or (ii) so long as there shall not have  occurred  and be  continuing  a
Default or Event of Default, by written notice from the Company to the Trustee.

     (d) If at any time:

         (1) the  Trustee  shall fail to comply with  Section 608 after  written
     request  therefor  by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

         (2) the Trustee for a Series of  Securities  shall cease to be eligible

Exhibit 4.2                             38
<PAGE>

     under Section 609 and shall fail to resign after written  request  therefor
     by the Company or by any such Holder of such Securities, or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
     bankrupt or insolvent or a receiver of the Trustee or of its property shall
     be  appointed  or any public  officer  shall take  charge or control of the
     Trustee or of its  property or affairs  for the purpose of  rehabilitation,
     conservation or liquidation,

then,  in any such case,  (i) the Company may remove the Trustee with respect to
all  Securities,  or (ii) subject to Section 514,  unless the Trustee's  duty to
resign is stayed as provided in Section  608 of this  Indenture,  any Holder who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee.

     (e) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more Series,  the Company shall  promptly  appoint a
successor  Trustee or Trustees  with respect to the  Securities of that or those
Series (it being  understood  that any such  successor  Trustee may be appointed
with respect to the Securities of one or more or all of such Series and that any
time there  shall be only one  Trustee  with  respect to the  Securities  of any
particular Series) and shall comply with the applicable  requirements of Section
611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  Series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such Series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith upon its acceptance of such appointment,  become the successor Trustee
with  respect to the  Securities  of such  Series and  supersede  the  successor
Trustee  appointed by the Company.  If no successor  Trustee with respect to the
Securities  of any Series  shall have been so  appointed  by the  Company or the
Holders and accepted appointment in the manner hereinafter provided,  any Holder
who has been a bona fide  Holder of a Security  of such  Series for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent  jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such Series.

     (f) The Company shall give notice of each  resignation  and each removal of
the Trustee with respect to the Securities of any Series and each appointment of
a successor  Trustee  with  respect to the  Securities  of any Series by mailing
written  notice of such  event by first  class  mail,  postage  prepaid,  to the
Holders of Securities of such Series as their names and addresses  appear in the
Security  Register.  Each notice shall include the name of the successor Trustee
with respect to the  Securities  of such Series and the address of its Corporate
Trust Office.

SECTION 611.  Acceptance of Appointment by Successor.

     (a)  Every  successor  Trustee  appointed  hereunder  with  respect  to all
Securities  shall  execute,  acknowledge  and  deliver to the Company and to the
retiring  Trustee an instrument  accepting such  appointment,  and thereupon the
resignation or removal of the retiring  Trustee shall become  effective and such
successor  Trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  trusts and duties of the retiring Trustee;
but, on request of the Company or the successor  Trustee,  such retiring Trustee
shall,  upon  payment  of  its  charges,   execute  and  deliver  an  instrument

Exhibit 4.2                             39
<PAGE>

transferring to such successor Trustee all the rights,  powers and trusts of the
retiring Trustee, and shall duly assign,  transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder,  subject
nevertheless to its lien, if any, provided for in Section 607.

     (b) In  case of the  appointment  hereunder  of a  successor  Trustee  with
respect to the Securities of one or more (but not all) Series, the Company,  the
retiring Trustee,  upon payment of its charges,  and each successor Trustee with
respect to the  Securities  of one or more Series  shall  execute and deliver an
indenture  supplemental  hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights,  powers,  trusts and duties of the retiring  Trustee with respect to
the  Securities  of that or  those  Series  to  which  the  appointment  of such
successor  Trustee  relates,  (2) if the retiring  Trustee is not retiring  with
respect to all  Securities,  shall  contain such  provisions  as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those Series
as to which the retiring  Trustee is not retiring shall continue to be vested in
the retiring  Trustee,  and (3) shall add to or change any of the  provisions of
this  Indenture  as  shall  be  necessary  to  provide  for  or  facilitate  the
administration  of the  trusts  hereunder  by more  than one  Trustee,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or trusts hereunder  administered by any other such Trustee;  and upon
the execution and delivery of such  supplemental  indenture the  resignation  or
removal of the retiring  Trustee shall become  effective to the extent  provided
therein  and each such  successor  Trustee,  without any  further  act,  deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those Series
to which the appointment of such successor  Trustee relates;  but, on request of
the Company or any successor  Trustee,  such retiring Trustee shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee  hereunder with respect to the Securities of that or those
Series to which the  appointment  of such  successor  Trustee  relates,  subject
nevertheless to its lien, if any, provided for in Section 607.

     (c) Upon request of any such successor  Trustee,  the Company shall execute
any and all instruments  for more fully and certainly  vesting in and confirming
to such  successor  Trustee all such  rights,  powers and trusts  referred to in
paragraph (a) or (b) of this Section, as the case may be.

     (d) No successor Trustee shall accept its appointment unless at the time of
such  acceptance  such  successor  Trustee shall be qualified and eligible under
this Article.

SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

     Any  corporation  into which the Trustee may be merged or converted or with
which it may be  consolidated,  or any  corporation  resulting  from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the  parties  hereto.  In case any  Securities  shall  have  been

Exhibit 4.2                             40
<PAGE>

authenticated,  but not delivered,  by the Trustee then in office, any successor
by merger,  conversion or consolidation to such authenticating Trustee may adopt
such  authentication  and deliver the Securities so authenticated  with the same
effect as if such successor Trustee had itself authenticated such Securities.

        ARTICLE SEVEN--HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee

         (a)  semi-annually,  not later than March 15 and  September  15 in each
     year, a list, in such form as the Trustee may  reasonably  require,  of the
     names and  addresses of the Holders of the  Securities of each Series as of
     the preceding March 1 or September 1, respectively, and

         (b)  at such other times as the Trustee may request in writing,  within
     30 days after the  receipt by the  Company of any such  request,  a list of
     similar  form and  content  as of a date not more than 15 days prior to the
     time such list is furnished,

provided,  however,  that so long as the Trustee is the Security  Registrar,  no
such list shall be required to be furnished.

SECTION 702.  Preservation Of Information; Communications to Holders.

     (a) The  Trustee  shall  preserve,  in as  current a form as is  reasonably
practicable,  the names and  addresses of Holders of  Securities  of each Series
contained  in the most recent list  furnished  to the Trustee in respect of such
Series as provided in Section 701 and the name and addresses of Holders received
by the Trustee in its capacity as Security Registrar (if so acting). The Trustee
may destroy any list  furnished to it as provided in Section 701 upon receipt of
a new list so furnished.

     (b) If three or more  Holders  of  Securities  of any  Series  (hereinafter
referred to as  "applicants")  apply in writing to the Trustee,  and furnish the
Trustee  reasonable  proof that each such applicant has owned a Security of such
Series  for a  period  of at  least  six  months  preceding  the  date  of  such
application,   and  such  application  states  that  the  applicants  desire  to
communicate  with other  Holders of  Securities  of such Series with  respect to
their rights under this  Indenture or under the Securities and is accompanied by
a copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

         (i)  afford such  applicants  access to the  information  in respect of
     such Series preserved at the time by the Trustee in accordance with Section
     702(a), or

         (ii) inform such applicants as to the approximate  number of Holders of
     Securities  of  such  Series  whose  names  and  addresses  appear  in  the
     information preserved at the time by the Trustee in accordance with Section
     702(a),  and as to the approximate cost of mailing to such Holders the form
     of proxy or other communication, if any, specified in such application.

     If the Trustee  shall elect not to afford  such  applicants  access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each Holder of Securities  of such Series whose name and address  appear
in the  information  preserved  at the time by the  Trustee in  accordance  with

Exhibit 4.2                             41
<PAGE>

Section  702(a) a copy of the form of  proxy  or  other  communication  which is
specified in such  request,  with  reasonable  promptness  after a tender to the
Trustee  of the  material  to be mailed and of  payment,  or  provision  for the
payment,  of the reasonable  expenses of mailing,  unless within five days after
such  tender,  the  Trustee  shall  mail to such  applicants  and file  with the
Commission,  together  with a copy  of the  material  to be  mailed,  a  written
statement to the effect that, in the opinion of the Trustee,  such mailing would
be contrary to the best  interests  of said  Holders or would be in violation of
applicable law. Such written  statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed,  shall enter an order refusing to sustain any
of such objections or if, after the entry of an order  sustaining one or more of
such  objections,  the Commission  shall find,  after notice and opportunity for
hearing,  that all the  objections so sustained have been met and shall enter an
order so  declaring,  the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender;  otherwise  the Trustee  shall be relieved of any  obligation or
duty to such applicants respecting their application.

     (c) Every Holder of Securities,  by receiving and holding the same,  agrees
with the Company and the Trustee that neither the Company nor the Trustee  shall
be held  accountable by reason of the  disclosure of any such  information as to
the names and  addresses  of the  Holders in  accordance  with  Section  702(b),
regardless  of the source  from which such  information  was  derived,  and that
neither  the  Trustee nor the  Company  shall be held  accountable  by reason of
mailing any material pursuant to a request made under Section 702(b).

SECTION 703.  Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the first such
date after the issuance of the first series of Securities hereunder, the Trustee
shall  transmit by mail to all Holders of  Securities  of each Series,  as their
names and addresses appear in the Security Register,  a brief report dated as of
such May 15, in accordance with and to the extent required by Section 313 of the
TIA.

     (b) A copy of each such report shall,  at the time of such  transmission to
Holders,  be filed by the  Trustee  with  each  stock  exchange  upon  which the
Securities  of such  Series  are  listed,  with the  Company,  and also with the
Commission.  The  Company  will notify the Trustee  when the  Securities  of any
Series are listed on any stock exchange.

SECTION 704.  Reports by Company.

     The Company will

         (1) file with the Trustee, within 15 days after the Company is required
     to file the same with the  Commission,  copies of the annual reports and of
     the information, documents and other reports (or copies of such portions of
     any of the foregoing as the  Commission  may from time to time by rules and
     regulations  prescribe)  which the Company may be required to file with the
     Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
     if the Company is not  required to file  information,  documents or reports
     pursuant to either of said Sections, then it will file with the Trustee and
     the Commission,  in accordance  with rules and regulations  prescribed from
     time to time by the  Commission,  such of the  supplementary  and  periodic
     information,  documents  and  reports  which may be  required  pursuant  to

Exhibit 4.2                             42
<PAGE>

     Section  13 of the  Exchange  Act  in  respect  of a  security  listed  and
     registered on a national securities exchange as may be prescribed from time
     to time in such rules and regulations;

         (2) file with the Trustee and the Commission,  in accordance with rules
     and  regulations  prescribed  from  time to time  by the  Commission,  such
     additional information, documents and reports with respect to compliance by
     the Company with the  conditions  and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

         (3)  transmit  by mail to all  Holders,  as their  names and  addresses
     appear in the Security  Register,  within 30 days after the filing  thereof
     with the Trustee, such summaries of any information,  documents and reports
     required to be filed by the Company  pursuant to paragraphs  (1) and (2) of
     this Section as may be required by rules and  regulations  prescribed  from
     time to time by the Commission.

          ARTICLE EIGHT--CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801.  Company May Consolidate, etc., only on Certain Terms.

     The Company  shall not  consolidate  with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

         (1) the Person formed by such  consolidation  or into which the Company
     is merged or the Person which acquires by conveyance, transfer or lease the
     properties and assets of the Company  substantially as an entirety shall be
     organized  and existing  under the laws of the United  States of America or
     any State thereof or the District of Columbia,  and shall expressly assume,
     by an indenture supplemental hereto, executed and delivered to the Trustee,
     in form  satisfactory to the Trustee,  the due and punctual  payment of the
     principal of (and premium,  if any) and interest on all the  Securities and
     the  performance  of every  covenant of this  Indenture  on the part of the
     Company to be performed or observed;

         (2) immediately  after giving effect to such  transaction,  no Event of
     Default,  and no event which, after notice or lapse of time, or both, would
     become an Event of Default, shall have happened and be continuing; and

         (3) the Company has  delivered to the Trustee an Officers'  Certificate
     and an Opinion of Counsel  each stating  that such  consolidation,  merger,
     conveyance,  transfer or lease and such supplemental  indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.

     This  Section 801 shall not apply to any merger or  consolidation  in which
the  Company  is  the  surviving   corporation  or  to  any  Packaging  Business
Divestiture.

SECTION 802.  Successor Corporation Substituted.

     Upon any consolidation or merger,  or any conveyance,  transfer or lease of
the  properties  and  assets of the  Company  substantially  as an  entirety  in
accordance with Section 801, the successor  Person formed by such  consolidation
or into which the  Company is merged or to which such  conveyance,  transfer  or
lease is made (1) in the case of such a transaction with respect to the Company,
shall succeed to, and be substituted for, and may exercise every right and power

Exhibit 4.2                             43
<PAGE>

of, the Company under this  Indenture  with the same effect as if such successor
corporation had been named as the Company herein and (2) the Person named as the
"Company" in the first paragraph of this instrument or any successor corporation
which  shall  theretofore  have  become  such in the manner  prescribed  in this
Article shall be released from its liability under this Indenture and as obligor
on any of the Securities.

SECTION 803.  Evidence to be Furnished Trustee.

     The Trustee may receive an Officers'  Certificate and an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, conveyance, transfer
or lease, and any such assumption,  complies with the provisions of this Article
Eight.

                      ARTICLE NINE--SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures without Consent of Holders.

     Without the consent of any  Holders,  the Company and the  Trustee,  at any
time and from time to time, may enter into one or more  indentures  supplemental
hereto in form satisfactory to the Trustee, for any of the following purposes:

         (1) to  evidence the succession of another  Person to the Company,  and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities contained; or

         (2) to  add to  the  covenants of the  Company,  for the benefit of the
     Holders,  or to  surrender  any right  or power  herein  conferred upon the
     Company; or

         (3) to  provide for the issuance and the terms of any particular Series
     of Securities, the rights and obligations of the Company and the Holders of
     the Securities of such Series,  the form or forms of the Securities of such
     Series and such other matters in connection  therewith as the Company shall
     consider  appropriate,  including,  without limitation,  provisions for (a)
     additional or different covenants, restrictions or conditions applicable to
     such Series,  (b)  additional or different  Events of Default in respect of
     such  Series,  (c) a longer or  shorter  period of grace  and/or  notice in
     respect of any  provision  applicable  to such  Series  than is provided in
     Section 501, (d) immediate  enforcement  of any Event of Default in respect
     of such Series or (e) limitations upon the remedies available in respect of
     any Events of  Default in respect of such  Series or upon the rights of the
     holders of  Securities  of such  Series to waive any such Event of Default;
     provided,  that this  paragraph  (3) shall  not be  deemed to  require  the
     execution  of a  supplemental  indenture to provide for the issuance of any
     Series  of  Securities  unless  the  same  shall  be  provided  for  in the
     Authorizing Resolution relating thereto; and

         (4) to evidence and provide for the acceptance of appointment hereunder
     by a successor Trustee with respect to the Securities of one or more Series
     and to add to or change any of the provisions of this Indenture as shall be
     necessary to provide for or  facilitate  the  administration  of the trusts
     hereunder by more than one Trustee, pursuant to the requirements of Section
     611(b); and

         (5) to cure  any  ambiguity or to correct or supplement  any  provision
     herein which  may  be defective  or  inconsistent  with any other provision
     herein; and

Exhibit 4.2                             44
<PAGE>

         (6) to  make any other change  which,  in the opinion of counsel to the
     Company,  does not materially adversely affect the interests of the Holders
     of the Series of Securities affected thereby.

         SECTION 902.  Supplemental Indentures with Consent of Holders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
     principal  amount of the  Outstanding  Securities  of all  Series  affected
     thereby (voting as a single class), by Act of said Holders delivered to the
     Company  and the  Trustee,  the  Company  and the Trustee may enter into an
     indenture or indentures  supplemental  hereto for the purpose of adding any
     provisions  to or  changing  in  any  manner  or  eliminating  any  of  the
     provisions  of this  Indenture  or of modifying in any manner the rights of
     the Holders of such  Securities  under this Indenture;  provided,  however,
     that no such  supplemental  indenture  shall,  without  the  consent of the
     Holder of each Outstanding Security affected thereby,

         (1)  change the Stated Maturity of the principal of, or any installment
     of interest on, any Security, or reduce the principal amount thereof or the
     interest  thereon or any premium  payable upon the redemption  thereof,  or
     reduce the amount of the principal of an Original Issue  Discount  Security
     which  would be due and  payable  upon  acceleration  under  Section 502 or
     provable in bankruptcy under Section 504, or change the coin or currency in
     which any Security or any  interest  thereon is payable or impair the right
     to institute  suit for the  enforcement of any such payment on or after the
     Stated  Maturity  thereof (or, in the case of  redemption,  on or after the
     Redemption Date), or

         (2)  reduce  the  percentage  in  principal  amount of the  Outstanding
     Securities,  the  consent  of  whose  Holders  is  required  for  any  such
     supplemental indenture, or the consent of whose Holders is required for any
     waiver of compliance  with certain  provisions of this Indenture or certain
     defaults hereunder and their  consequences  provided for in this Indenture,
     or

         (3)  modify  any of the  provisions  of this  Section,  Section  513 or
     Section  1010,  except to increase any such  percentage  or to provide that
     certain  other  provisions of this  Indenture  cannot be modified or waived
     without the consent of the Holder of each Security affected thereby.

     A supplemental  indenture which changes or eliminates any covenant or other
provision of this  Indenture  which has expressly  been included  solely for the
benefit of one or more  particular  Series of Securities,  or which modifies the
rights of the Holders of Securities of such Series with respect to such covenant
or other  provision,  shall be  deemed  not to  affect  the  rights  under  this
Indenture of the Holders of Securities of any other Series.

     It shall not be  necessary  for any Act of Holders  under  this  Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 903.  Execution of Supplemental Indentures.

     In  executing,   or  accepting  the  additional   trusts  created  by,  any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  601) shall be fully  protected  in relying  upon,  an

Exhibit 4.2                             45
<PAGE>

Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental  indenture under this Article,  this
Indenture  shall be  modified in  accordance  therewith,  and such  supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.

SECTION 905.  Conformity with Trust Indenture Act.

     Unless  the  Company  shall  determine,  based  on an  Opinion  of  Counsel
delivered  to  the  Trustee,  that  the  same  shall  not  be  required,   every
supplemental  indenture  executed  pursuant to this Article shall conform to the
requirements of TIA as then in effect.

SECTION 906.  Reference in Securities to Supplemental Indentures.

     Securities   authenticated   and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Trustee,  bear a notation in form  approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Company shall so determine,
new Securities so modified as to conform,  in the opinion of the Trustee and the
Company, to any such supplemental  indenture may be prepared and executed by the
Company and authenticated and delivered by the Authenticating  Agent in exchange
for Outstanding Securities of the same Series and Issue.

                             ARTICLE TEN--COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

     The  Company  will  duly and  punctually  pay (or  cause  to be  paid)  the
principal of (and premium, if any) and interest on the Securities of each Series
in  accordance  with  the  terms of such  Securities  and  this  Indenture.  The
principal  of  (and  premium,  if any)  and  interest  on  Securities  shall  be
considered  paid on the date due if the Paying  Agents hold in  accordance  with
this Indenture on that date money, sufficient to pay all principal (and premium,
if any) and  interest  then due and the Paying  Agents are not  prohibited  from
paying  such  money to the  Holders on such date  pursuant  to the terms of this
Indenture.

SECTION 1002.  Maintenance of Office or Agency.

     Except as otherwise  provided in the  Authorizing  Resolution in respect of
any  Series,  the  Company  will  maintain an office or agency in The Borough of
Manhattan,  The  City  of  New  York,  where  Securities  may  be  presented  or
surrendered for payment, and will maintain an office or agency in The Borough of
Manhattan,  The  City of New  York,  where  Securities  may be  surrendered  for
registration  of transfer or exchange  and where  notices and demands to or upon
the Company in respect of the Securities  and this Indenture may be served.  The
Company  initially  appoints  the Trustee as such agent at its  Corporate  Trust
Office for said  purposes.  The Company will give prompt  written  notice to the
Trustee of any change in the  location of such office or agency.  If at any time
the  Company  shall  fail to  maintain  such  office or agency or shall  fail to

Exhibit 4.2                             46
<PAGE>

furnish the Trustee with the address thereof,  such  presentations,  surrenders,
notices and demands may be made or served at the  Corporate  Trust Office of the
Trustee,  and the Company  hereby  appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time  designate one or more other offices
or  agencies  (in or  outside  of such  Borough)  where  the  Securities  may be
presented or surrendered  for any or all of such purposes,  and may from time to
time rescind such designations;  provided,  however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in such Borough for such purposes.

SECTION 1003.  Money for  Security Payments  to be Held in Trust; Appointment of
Paying Agent.

     If the Company shall at any time act as its own Paying  Agent,  it will, on
or before each due date of the principal of (and premium, if any) or interest on
any of the  Securities,  segregate  and hold in  trust  for the  benefit  of the
Persons entitled thereto a sum sufficient to pay the principal (and premium,  if
any) or interest so becoming  due until such sums shall be paid to such  Persons
or  otherwise  disposed  of as herein  provided,  and will  promptly  notify the
Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying  Agents,  it will, on or
before each due date of the  principal of (and  premium,  if any) or interest on
any Securities, deposit with a Paying Agent a sum, or make other arrangements so
that there will be moneys,  in each case  sufficient to pay the  principal  (and
premium,  if any) or interest so becoming  due, such sum to be held in trust for
the benefit of the Persons  entitled to such principal (and premium,  if any) or
interest,  and  (unless  such Paying  Agent is the  Trustee)  the  Company  will
promptly  notify the  Trustee of its  action or failure so to act.  The  Company
initially appoints the Trustee as Paying Agent.

     The Company  will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an  instrument in which such Paying Agent shall agree
with the Trustee,  subject to the  provisions of this Section,  that such Paying
Agent will

         (1) hold all sums held by it for the payment of the  principal  of (and
     premium,  if any) or interest on Securities in trust for the benefit of the
     Persons  entitled  thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
     obligor upon the Securities) in the making of any payment of principal (and
     premium, if any) or interest; and

          (3) at any time during the  continuance of any such default,  upon the
     written  request of the Trustee,  forthwith  pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the  satisfaction
and  discharge of this  Indenture or for any other  purpose,  pay, or direct any
Paying  Agent to pay,  to the  Trustee  all sums held in trust by the Company or
such Paying  Agent,  such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying  Agent;  and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

Exhibit 4.2                             47
<PAGE>

     Any money  deposited  with the Trustee or any Paying  Agent or then held by
the Company,  in trust for the payment of the principal of (and premium, if any)
or interest on any Security  and  remaining  unclaimed  for two years after such
principal (and premium,  if any) or interest has become due and payable shall be
paid to the Company on Company  Request,  or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor,  look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease.

SECTION 1004.  Statement as to Default.

     The Company will deliver to the Trustee,  on or before a date not more than
four months  after the end of each fiscal year (which on the date hereof ends on
December 31) of the Company  ending after the date  hereof,  a statement  (which
shall not be deemed an  Officers'  Certificate  and need not conform with any of
the  provisions  of Section  102)  signed by the  principal  executive  officer,
principal  financial  officer or  principal  accounting  officer of the Company,
stating that in the course of the  performance by the signers of their duties as
officers of the Company and based upon a review made under their  supervision of
the activities of the Company during such year and of the Company's  performance
under this  Indenture they would normally  obtain  knowledge  whether or not the
Company is in default in the  performance of any covenant or agreement set forth
in the Indenture,  stating whether or not they have obtained  knowledge that the
Company is in default in the  performance of any such covenant or agreement and,
if so,  specifying each such default of which the signers have knowledge and the
nature thereof.

SECTION 1005.  Corporate Existence.

     Subject  to  Article  Eight,  the  Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence,  rights  (charter and statutory) and franchises;  provided,  however,
that the Company  shall not be required to preserve  any such right or franchise
if the  Company  shall  determine  that the  preservation  thereof  is no longer
desirable  in the  conduct  of the  business  of the  Company  and that the loss
thereof is not  disadvantageous  in any  material  respect to the Holders of the
Securities.

SECTION 1006.  Limitation upon Liens.

     (a) The Company will not create, assume,  guarantee or suffer to exist, and
will not cause,  suffer or permit any Restricted  Subsidiary to create,  assume,
guarantee or suffer to exist,  any  indebtedness  for borrowed  money secured by
pledge  of, or  mortgage  or lien on,  any of its  Principal  Plants,  or on any
capital stock of any Restricted Subsidiary, other than

         (i)    purchase money  pledges of, or purchase money mortgages or liens
     on, property acquired (including through merger or consolidation) after the
     date of execution of this Indenture, so long as such pledges, mortgages and
     liens shall attach only to the assets so acquired and improvements thereon,

         (ii)  pledges, mortgages or liens on  property acquired  after the date
     of execution of this  Indenture (1) existing at the time of  acquisition of
     such property  (including  through  merger or  consolidation)  or (2) which
     secure  indebtedness the proceeds of which are used to pay, or to reimburse
     the Company or any Restricted  Subsidiary  for, the cost of the acquisition
     or construction of such property,

Exhibit 4.2                             48
<PAGE>

         (iii)  pledges  of or  mortgages or  liens on  property of a Restricted
     Subsidiary existing at the time it becomes a Restricted Subsidiary,

         (iv)  pledges, mortgages or liens to secure all or any part of the cost
     of development or  construction  of any property or assets or  improvements
     thereon  and which shall be  released  or  satisfied  within 120 days after
     completion of such development or construction,

         (v)   pledges, mortgages  or  liens  required  in  connection  with the
     acquisition,  construction  or  development  of additions or  extensions to
     Principal  Plants  which  shall be  financed by  obligations  described  in
     Sections  141-145 of the Internal  Revenue Code of 1986, as amended,  or by
     obligations  entitled to  substantially  similar tax  benefits  under other
     legislation or regulations in effect from time to time,

         (vi)  pledges, mortgages or liens securing indebtedness  owing  to  the
     Company or a Restricted Subsidiary by a Restricted Subsidiary,

         (vii) pledges,  mortgages  or  liens  existing  at  the  date  of  this
     Indenture,

         (viii) extensions,  renewals or replacements  of pledges,  mortgages or
     liens referred to in clauses (i) to (vii), inclusive, above, or (xi) below,
     provided that the amount of indebtedness secured by such extension, renewal
     or replacement shall not exceed the principal amount of indebtedness  being
     extended,  renewed or replaced,  nor shall the pledge,  mortgage or lien be
     extended to any additional Principal Plant,

         (ix)  as  permitted  under  Subsection  (b) or  Subsection (d) of  this
     Section 1006,

         (x)   pledges,  mortgages  or  liens   incurred  in   connection   with
     sale-leaseback  transactions  permitted under Section 1007, and

         (xi)  pledges,  mortgages  or liens  required  in  connection  with any
     program,  law,  statute or  regulation  of any state or local  governmental
     entity or authority which provides  financial or tax benefits not available
     without such pledge,  mortgage or lien,  provided that substantially all of
     the obligations  secured  thereby are  obligations  that are in lieu of, or
     reduce,  a property tax or other payment  obligation that itself would have
     been secured by a pledge, mortgage or lien permitted hereunder,

without effectively providing that the Securities (together with, if the Company
shall so  determine,  any other  indebtedness  of the Company  then  existing or
thereafter   created   ranking   equally  with  the  Securities  and  any  other
indebtedness of the Restricted  Subsidiary then existing or thereafter  created)
shall be  secured by the  security  of such  secured  indebtedness  equally  and
ratably therewith.

     (b) If the  Company or any  Restricted  Subsidiary  shall at any time enter
into a merger or  consolidation  with  another  corporation  or purchase  all or
substantially all of the assets of another corporation,  or if the Company shall
sell all or substantially  all of its assets to another  corporation and if such
other  corporation has outstanding  indebtedness  secured by a mortgage or other
lien which, by reason of an after-acquired  property clause or similar provision
therein  contained,  would  extend,  after such merger,  consolidation,  sale or
purchase,  to any  Principal  Plant  owned  by the  Company  or such  Restricted
Subsidiary immediately prior to such merger, consolidation, sale or purchase, or
to the capital stock of a Restricted Subsidiary,  the Company or such Restricted
Subsidiary,  as the case may be, shall in such event be deemed to have created a

Exhibit 4.2                             49
<PAGE>

mortgage or lien, within the prohibition of Subsection (a) of this Section 1006,
unless (i) such merger or consolidation  involving a Restricted Subsidiary shall
constitute  a  disposition  by the  Company of its  interest  in the  Restricted
Subsidiary, or (ii) either (A) at or prior to the effective date of such merger,
consolidation,  sale or purchase, such mortgage or lien shall have been released
of record or otherwise satisfied to the extent it would extend to such Principal
Plant or (B) prior to such merger, consolidation,  sale or purchase, the Company
or such  Restricted  Subsidiary,  as the case may be,  shall  have  created,  as
security for the Securities (and, if the Company shall so determine, as security
for any other  indebtedness  of the Company then existing or thereafter  created
ranking equally with the Securities and any other indebtedness of the Restricted
Subsidiary  then  existing or  thereafter  created),  a valid lien  which,  upon
completion of said merger,  consolidation,  sale or purchase, will rank prior to
the  lien of such  mortgage  or other  lien of such  other  corporation  on such
Principal Plant or such capital stock of Restricted Subsidiaries.

     (c) If pursuant to the  provisions  of this Section 1006 the Company or any
Restricted  Subsidiary  shall at any time be obligated to secure the  Securities
(together with, if the Company shall so determine,  any other  indebtedness then
existing or thereafter created ranking equally with the Securities and any other
indebtedness of the Restricted  Subsidiary then existing or thereafter created),
the Company covenants and agrees that it will promptly furnish to the Trustee

         (i)  an Officers'  Certificate  stating that the applicable covenant of
     the  Company above  set forth  in this Section 1006 has been complied with;
     and

         (ii) an  Opinion  of Counsel to the  effect that such covenant has been
     complied with.

     (d)  Notwithstanding  the foregoing  provisions  of this Section 1006,  the
Company  and  any  one or  more  Restricted  Subsidiaries  may  create,  assume,
guarantee  or suffer to exist any  indebtedness  for  borrowed  money  otherwise
subject to the  foregoing  restrictions  and in  addition to that  permitted  by
Subsection (a) or (b) of this Section 1006 (other than pursuant to clause (x) of
said Subsection (a)), and renew,  extend or replace such  indebtedness for money
borrowed; provided, that, at the time of such creation,  assumption,  guarantee,
sufferance, renewal, extension or replacement, the aggregate principal amount of
such  indebtedness  for money  borrowed,  when added to the fair market value of
property  transferred in sale-leaseback  transactions and not reacquired at such
time as  permitted  by Section  1007(c) and the  aggregate  principal  amount of
indebtedness  for borrowed  money created,  assumed,  guaranteed or permitted to
exist as permitted by Section 1008(b) (computed  without  duplication of amounts
constituting  indebtedness  referred to in this Subsection (d)), does not at the
time exceed 10% of Net Tangible Assets.

SECTION 1007.  Sale-Leaseback Transactions Relating to Principal Plants.

     (a) Except to the extent  permitted  under  Subsection  (c) of this Section
1007, and except for any transaction  involving a lease for a temporary  period,
not to exceed  three years,  by the end of which it is intended  that the use of
the  leased  property  by the  Company  or any  Restricted  Subsidiary  will  be
discontinued and except for any transaction with a state or local authority that
is required in connection  with any program,  law,  statute or  regulation  that
provides  financial or tax benefits not available without such transaction,  the
Company shall not sell any Principal  Plant as an entirety,  or any  substantial
portion thereof,  with the intention of taking back a lease of such property and
the Company will not permit any  Restricted  Subsidiary  to sell to anyone other
than the Company or a Restricted  Subsidiary any Principal Plant as an entirety,
or any substantial portion thereof, with the intention of taking back a lease of
such property unless

Exhibit 4.2                             50
<PAGE>

         (i)   the net proceeds of  such  sale  (including  any  purchase  money
     mortgages  received in connection with such sale) are at least equal to the
     fair  market  value (as  determined  by an officer of the  Company) of such
     property and

         (ii)  subject  to  Subsection  (d) of this  Section  1007,  the Company
     shall, within 120 days after the transfer of title to such property (or, if
     the  Company  holds  the  net  proceeds  described  below  in  cash or cash
     equivalents, within two years)

              (A)  purchase,  and  surrender  to the Trustee for  retirement  as
         provided in this Section 1007, a principal  amount of Securities  equal
         to the net proceeds derived from such sale (including the amount of any
         such purchase money mortgages), or

              (B) repay  other  Funded  Debt of the  Company  or any  Restricted
         Subsidiary in an amount equal to such net proceeds, or

              (C) expend an amount equal to such net proceeds for the expansion,
         construction  or acquisition of a Principal Plant, or

              (D) effect a combination of such  purchases,  repayments and plant
         expenditures in an amount equal to such net proceeds.

     (b) At or  prior  to the  date  120  days  after a  transfer  of title to a
Principal Plant which shall be subject to the requirements of this Section 1007,
the Company shall furnish to the Trustee:

         (i) an Officers'  Certificate  stating that the covenant of the Company
     in Section  1007(a) has been  complied with and setting forth in detail the
     manner of such compliance,  which certificate shall contain  information as
     to (A) the  amount of  Securities  theretofore  redeemed  and the amount of
     Securities  theretofore  purchased  by the  Company  and  cancelled  by the
     Trustee  and the amount of  Securities  purchased  by the  Company and then
     being surrendered to the Trustee for  cancellation,  (B) the amount thereof
     previously  credited  under  Subsection  (d) of this Section 1007,  (C) the
     amount  thereof  which it then elects to have  credited  on its  obligation
     under  Subsection  (d) of this  Section  1007,  and (D) any amount of other
     indebtedness  which  the  Company  has  repaid  or  will  repay  and of the
     expenditures which the Company has made or will make in compliance with its
     obligation under Subsection (a) of this Section 1007,

         (ii)  a deposit with the Trustee for  cancellation  of  the  Securities
     then being  surrendered  as set forth in such certificate; and

         (iii) an Opinion of Counsel to the effect that such  covenant  has been
     complied with.

     (c) Notwithstanding the restriction of Subsection (a) of this Section 1007,
the Company and any one or more Restricted Subsidiaries may transfer property in
sale-leaseback transactions which would otherwise be subject to such restriction
if the  aggregate  principal  amount of the fair market value of the property so
transferred and not reacquired at such time, when added to the aggregate  amount
of  indebtedness  for borrowed  money  permitted by Section  1006(d) and Section
1008(b) which shall be outstanding at the time (computed without  duplication of
the value of property  transferred as provided in this Subsection (c)), does not
at the time exceed 10% of Net Tangible Assets.

     (d) The Company,  at its option,  shall be entitled to a credit, in respect
of its obligation to purchase and retire Securities under this Section 1007, for

Exhibit 4.2                             51
<PAGE>

the  principal  amount of any  Securities  deposited  with the  Trustee  for the
purpose  and also for the  principal  amount of (i) any  Securities  theretofore
redeemed  at the  option  of the  Company  and  (ii) any  Securities  previously
purchased  by the Company and  cancelled  by the  Trustee,  and in each case not
theretofore applied as a credit under this Subsection (d) or Section 1202.

     (e) For purposes of this Section 1007,  the amount or the principal  amount
of  Securities  which  are  Original  Issue  Discount  Securities  shall  be the
principal amount of said Original Issue Discount  Securities that on the date of
the purchase or redemption of such Securities  referred to in this Section could
be declared to be due and payable pursuant to Section 502.

SECTION 1008.  Limitation Upon Funded Debt of Restricted Subsidiaries.

     (a) The Company will not permit any Restricted Subsidiary to create, assume
or permit to exist any  Funded  Debt other  than (A)  Funded  Debt  secured by a
mortgage,  pledge or lien which is permitted to such Restricted Subsidiary under
the  provisions  of Section  1006,  (B) Funded  Debt owed to the  Company or any
Restricted Subsidiary,  (C) Funded Debt of a corporation existing at the time it
becomes a Restricted Subsidiary,  (D) Funded Debt created in connection with, or
with a view to,  compliance by such Restricted  Subsidiary with the requirements
of any  program,  law,  statute or  regulation  of any  federal,  state or local
governmental  authority,  which is applicable to such Restricted  Subsidiary and
which provides financial or tax benefits to such Restricted Subsidiary which are
not available  directly to the Company or available directly to the Company only
on terms which the Company determines are not as favorable as those available to
the  Restricted  Subsidiary  and (E)  guarantees  existing  at the  date of this
Indenture.

     (b)  Notwithstanding  the provisions of paragraph (a) of this Section 1008,
any Restricted  Subsidiary may create, assume or permit to exist any Funded Debt
in addition to that  permitted by paragraph (a) of this Section 1008, and renew,
extend or replace such Funded Debt,  provided that at the time of such creation,
assumption,  renewal, extension or replacement, and after giving effect thereto,
the  aggregate  principal  amount of such Funded Debt which would  otherwise  be
subject to the foregoing  restriction,  together  with the  aggregate  principal
amount of indebtedness for borrowed money permitted by Subsection (d) of Section
1006 and the aggregate  amount of the fair market value of property  transferred
in  sale-leaseback  transactions and not reacquired at such time as permitted by
Subsection  (c) of Section 1007 (computed  without  duplication of amounts) does
not at the time exceed 10% of Net Tangible Assets.

SECTION 1009.  Maintenance of Insurance.

     The Company will cause its property and the property of each  Subsidiary to
be insured at all times  against  loss from  damage or  destruction  by fire and
other  risks to the  extent and in such  manner as is  customary  for  companies
comparable in size to the Company and conducting  businesses similar in size and
nature to the businesses carried on by the Company from time to time;  provided,
however,  that the Company and each of its Subsidiaries may adopt (in lieu of or
supplementing  such  insurance)  any  other or  supplemental  plan or  method of
protection against loss, including self-insurance plans, as may be determined by
the  Company to be in the overall  best  interests  of the Company  from time to
time.

SECTION 1010.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any covenant
or  condition  set  forth in  Sections  1005 to 1009,  inclusive,  and any other

Exhibit 4.2                             52
<PAGE>

covenant or condition set forth in any  Authorizing  Resolution or  supplemental
indenture  for the benefit of the Holders of the  Securities  or any  particular
Series of  Securities,  if the Holders of not less than a majority in  principal
amount  of the  Securities  at the time  Outstanding  of all  Series  which  are
entitled to the benefits  thereof  (voting as a single class)  shall,  by Act of
such Holders,  either waive such  compliance in such instance or generally waive
compliance  with such covenant or condition,  but no such waiver shall extend to
or affect such covenant or condition  except to the extent so expressly  waived,
and, until such waiver shall become  effective,  the  obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

                    ARTICLE ELEVEN--REDEMPTION OF SECURITIES

SECTION 1101.  Right of Redemption.

     Redeemable  Securities may be redeemed otherwise than through the operation
of the  Sinking  Fund  provided  for in Article  Twelve at the  election  of the
Company at the times, on the conditions and at the Redemption  Prices  specified
therein, in (or pursuant to) the Authorizing  Resolution relating thereto and in
the supplemental  indenture (if any) executed in connection with the issuance of
such  Securities,  any Redemption Price to be accompanied by accrued interest to
the Redemption Date.

SECTION 1102.  Applicability of Article.

     Redemption of  Securities  at the election of the Company or otherwise,  as
permitted or required by any  provision  referred to in Section  1101,  shall be
made in accordance with such provision and this Article.

SECTION 1103.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities  shall be evidenced by
a Board  Resolution or set forth in an Officers'  Certificate  which states that
such election has been duly authorized by all requisite  corporate action on the
part of the Company. In case of any redemption at the election of the Company of
less than all of the Securities the Company shall, at least 50 days prior to the
Redemption  Date  fixed  by the  Company  (unless  a  shorter  notice  shall  be
satisfactory to the Trustee),  notify the Trustee of such Redemption Date and of
the principal  amount of Securities of the Series or Issue or the several Series
or Issues, as the case may be, to be redeemed.  In the case of any redemption of
Securities  prior  to the  expiration  of any  restriction  on  such  redemption
provided in the  Securities  or elsewhere in this  Indenture,  the Company shall
furnish the Trustee with an Officers'  Certificate  evidencing  compliance  with
such restriction.

SECTION 1104.  Selection by Trustee of Securities to be Redeemed.

     If less than all the  Securities of any Series or Issue are to be redeemed,
the  particular  Securities  of such  Series  or Issue to be  redeemed  shall be
selected not more than 90 days prior to the Redemption Date by the Trustee, from
the  Outstanding  Securities of such Series or Issue not  previously  called for
redemption,  by such method as the Trustee shall deem fair and  appropriate  and
which may provide for the  selection for  redemption  of portions  (equal to the
minimum authorized  denomination of the Series or Issue or any integral multiple
thereof) of the principal  amount of such  Securities of a  denomination  larger
than such minimum denomination. If the Company shall so specify, Securities held
by the  Company  or any  Subsidiary  shall  not be  included  in the  Securities
selected for redemption.

Exhibit 4.2                             53
<PAGE>

     The Trustee shall promptly  notify the Company in writing of the Securities
selected for  redemption  and, in the case of any Security  selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture,  unless the context otherwise requires,
all  provisions  relating to the redemption of Securities  shall relate,  in the
case of any  Securities  redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

SECTION 1105.  Notice of Redemption.

     Notice of redemption  shall be given by first class mail,  postage prepaid,
mailed not less than 30 nor more than 60 days prior to the  Redemption  Date, to
each  Holder of  Securities  to be  redeemed,  at his address  appearing  in the
Security Register.

     All notices of redemption shall state:

         (1)  the Redemption Date,

         (2)  the Redemption Price,

         (3)  if less than all Outstanding Securities of the Series or Issue are
     to be redeemed, the identification (and, in the case of partial redemption,
     the principal amount) of the particular Securities to be redeemed,

         (4)  that on the Redemption Date the  Redemption  Price will become due
     and payable upon each such Security,  and that interest thereon shall cease
     to accrue on and after said date,

         (5)  that  the redemption  is for a Sinking  Fund, if such is the case;
     and

         (6)  the place or places  where such  Securities are to be  surrendered
     for payment of the Redemption Price.

     Notice of  redemption  of  Securities to be redeemed at the election of the
Company  shall be given by the  Company  or, at the  Company's  request,  by the
Trustee in the name of and at the expense of the Company.

SECTION 1106.  Deposit of Redemption Price.

     On or prior to any  Redemption  Date,  the Company  shall  deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as provided  in Section  1003) an amount of
money  sufficient to pay the Redemption  Price of, and (except if the Redemption
Date  shall be an  Interest  Payment  Date) any  accrued  interest  on,  all the
Securities or portions thereof which are to be redeemed on that date.

SECTION 1107.  Securities Payable on Redemption Date.

     Notice of redemption  having been given as aforesaid,  the Securities so to
be  redeemed  shall,  on the  Redemption  Date,  become  due and  payable at the
Redemption  Price thereof and from and after such date (unless the Company shall
default in the  payment  of the  Redemption  Price and  accrued  interest)  such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption  in accordance  with said notice such  Security  shall be paid by the
Company  at  the  Redemption  Price,  together  with  accrued  interest  to  the
Redemption Date; provided,  however,  that installments of interest whose Stated

Exhibit 4.2                             54
<PAGE>

Maturity is on or prior to the  Redemption  Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such on
the  relevant  Regular or Special  Record Date  according to their terms and the
provisions of Section 308.

     If any Security  called for redemption  shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid or
duly provided for, bear interest from the  Redemption  Date at the rate borne by
the Security or, in the case of Original  Issue Discount  Securities,  at a rate
equal to the Yield to Maturity thereof.

SECTION 1108.  Securities Redeemed in Part.

     Any Security  which is to be redeemed only in part shall be  surrendered at
the office or agency of the  Company  maintained  for that  purpose  pursuant to
Section 1002 (with,  if the Company or the Trustee so requires,  due endorsement
by, or a written  instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing),  and the Company shall execute and the  Authenticating  Agent shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities of the same Issue,  of any authorized  denomination
as  requested  by such  Holder in  aggregate  principal  amount  equal to and in
exchange  for  the  unredeemed  portion  of the  principal  of the  Security  so
surrendered;  except that if a Global  Security is so  surrendered,  the Company
shall  execute,  and the Trustee shall  authenticate,  upon Company  Order,  and
deliver to the Depositary for such Global Security without service charge, a new
Global  Security in a  denomination  equal to and in exchange for the unredeemed
portion of the principal amount of the Global Security so surrendered.

                          ARTICLE TWELVE--SINKING FUND

SECTION 1201.  Sinking Fund Payments.

     As and for a Sinking Fund for the  retirement  of Sinking Fund  Securities,
the Company will,  until all such Securities are paid or payment thereof is duly
provided for, deposit in accordance with Section 1106, at such times and subject
to such terms and  conditions  as shall be specified in the  provisions  of such
Securities and the Authorizing  Resolution and  supplemental  indenture (if any)
relating  thereto,  such amounts in cash as shall be required or permitted under
such provisions in order to redeem Securities on the specified  Redemption Dates
at a Redemption Price equal to their principal  amounts,  less in each such case
the amount of any credit  against  such  payment  received by the Company  under
Section 1202.  Each such Sinking Fund payment shall be applied to the redemption
of Securities on the specified Redemption Date as herein provided.

SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

     The Company (1) may deliver  Securities  of the same Issue  (other than any
previously  called for redemption or  theretofore  applied as a credit against a
Sinking Fund payment or as a credit under Section  1007(d)) and (2) may apply as
a credit  Securities  of the same Issue  redeemed at the election of the Company
pursuant to Section  1101 or through the  operation  of the Sinking  Fund in any
period in excess of the minimum  amount  required for such period under  Section
1201 or the  provisions  relating to such Issue  referred to in Section 1201 and
not  theretofore  applied as a credit against a Sinking Fund payment or a credit
under  Section 1007(d), in  each case in  satisfaction of all or any part of any


Exhibit 4.2                             55
<PAGE>

Sinking Fund payment  required to be made  pursuant to Section  1201.  Each such
Security  so  delivered  or applied  shall be credited  for such  purpose by the
Trustee at a  Redemption  Price equal to its  principal  amount and the required
amount of such Sinking Fund payment shall be reduced accordingly.

SECTION 1203.  Redemption of Securities for Sinking Fund.

     If in any year the  Company  shall elect to redeem in excess of the minimum
principal amount of Securities  required to be redeemed pursuant to Section 1201
or to satisfy  all or any part of any  Sinking  Fund  payment by  delivering  or
crediting  Securities  pursuant to Section 1202,  then at least 60 days prior to
the date on which the Sinking  Fund  payment in  question  shall be due (or such
shorter  period as shall be approved by the Trustee),  the Company shall deliver
to the Trustee an  Officers'  Certificate  specifying  the amount of the Sinking
Fund  payment and the portions  thereof  which are to be satisfied by payment of
cash,  by delivery of Securities  or by crediting  Securities,  and, at least 45
days prior to the Sinking Fund payment date (or such shorter  period as shall be
approved by the Trustee),  will also deliver to the Trustee the Securities to be
so delivered.  Such Officers'  Certificate  shall also state that the Securities
forming the basis of any such credit do not  include any  Securities  which have
been redeemed  through the  operation of the Sinking Fund in the minimum  amount
required  under  Section  1201,  previously  credited  against any Sinking  Fund
payment or credited in accordance with Section 1007(d).  The Trustee shall, upon
the receipt of such  Officers'  Certificate  (or, if it shall not have  received
such an Officers' Certificate at least 60 days prior to the Sinking Fund payment
date,  then following such 60th day),  select the Securities to be redeemed upon
the next Sinking Fund payment date, in the manner specified in Section 1104, and
cause  notice of the  redemption  thereof  to be given in the name of and at the
expense of the  Company in the manner  provided  in Section  1105.  Such  notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1107 and 1108.

              ARTICLE THIRTEEN--DEFEASANCE AND COVENANT DEFEASANCE.

SECTION 1301.  Defeasance.

     Upon satisfaction of the applicable  conditions  specified in Section 1303,
the Company shall be discharged from all of its obligations under the Securities
and  under  this  Indenture  with  respect  to the  Securities,  except  for its
obligations  under  Sections  304, 306, 307, 607, 1002 and 1003 and this Article
Thirteen (referred to below as a "Defeasance").

SECTION 1302.  Covenant Defeasance.

     Upon satisfaction of the applicable  conditions  specified in Section 1303,
the Company  shall be released  from its  obligations  under  Article  Eight and
Sections 1005 through 1009,  inclusive,  with respect to the  Securities and the
occurrence  of an event  specified in Section  501(4)  (with  respect to Article
Eight or any of said Sections 1005 through 1009,  inclusive) shall not be deemed
to be an Event of Default with respect to the Securities (referred to below as a
"Covenant Defeasance"). Such Covenant Defeasance means that, with respect to the
Securities,  the Company may omit to comply with and shall have no  liability in
respect of any term,  condition  or  limitation  set forth in any such  Section,
whether  directly or indirectly by reason of any reference in this  Indenture or
in any  other  document  to any such  Section,  and that  the  Securities  shall
thereafter be deemed not to be  Outstanding  for the purposes of any  direction,

Exhibit 4.2                             56
<PAGE>

waiver,  consent or declaration or Act of Holders (and the  consequences  of any
thereof) in  connection  with the  provisions of Article Eight and Sections 1005
through 1009,  inclusive,  but shall continue to be deemed  Outstanding  for all
other purposes hereunder.

SECTION 1303.  Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of either Section 1301
or Section 1302 to the Securities of any Series:

         (1) The  Company  shall  irrevocably  have  deposited  or  caused to be
     deposited with the Trustee (which term, for purposes of this Article, shall
     also refer to another  trustee  satisfying the  requirements of Section 609
     who shall agree to comply with the  applicable  provisions of this Article)
     in trust for the Holders of such Securities (A) money in an amount,  or (B)
     U.S.  Government   Obligations  which  through  the  scheduled  payment  of
     principal and interest in respect  thereof in accordance  with their terms,
     and with no  further  reinvestment,  will  provide,  not later than one day
     before  the  due  date  of  any  payment,  money  in an  amount,  or  (C) a
     combination thereof,  sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof  delivered to the Trustee,  to pay and  discharge  the principal of
     (and  premium,  if any) and  interest on such  Securities  at or before the
     Stated Maturity thereof (and to redeem any Sinking Fund Securities required
     to be redeemed prior to such payment and discharge) in accordance with this
     Indenture and such Securities.  Notwithstanding the foregoing,  in the case
     of any  Redeemable  Securities  which  are to be  redeemed  prior  to their
     respective  Stated  Maturities,  no deposit under this  paragraph  shall be
     deemed  sufficient to pay and discharge such  Securities as aforesaid until
     proper notice of such  redemption  shall have been given in accordance with
     Article XI of this  Indenture or irrevocable  instructions  shall have been
     given to the Trustee to give such notice.

         (2) The  Company  shall  have  delivered  to the  Trustee an Opinion of
     Counsel stating that the Holders of such Securities will not recognize gain
     or loss for  Federal  income  tax  purposes  as a result  of such  deposit,
     Defeasance or Covenant 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 such deposit,  Defeasance or Covenant  Defeasance  had not
     occurred.

         (3) The  Company  shall have  delivered  to the  Trustee  an  Officers'
     Certificate  to the  effect  that such  Securities,  if then  listed on any
     securities exchange, will not be delisted as a result of such deposit.

         (4) No Event of Default or event  which with notice or lapse of time or
     both would become an Event of Default with respect to such Securities shall
     have occurred and be continuing on the date of such deposit or,  insofar as
     any event described in Section 501(5) or (6), at any time prior to the 91st
     day after such deposit.

         (5) Such  deposit,  Defeasance  or  discharge  shall  not  result  in a
     violation  of, or  constitute  a default  under,  any  other  agreement  or
     instrument to which the Company is a party or by which it is bound.

         (6) Such  Defeasance  or  Covenant  Defeasance  shall not result in the
     trust  arising  from such deposit  constituting  an  investment  company as
     defined in the  Investment  Company Act of 1940, as amended,  or such trust
     shall be qualified under such act or exempt from regulation thereunder.

Exhibit 4.2                             57
<PAGE>

         (7) Such Defeasance or Covenant  Defeasance shall not cause the Trustee
     to have a conflicting interest under the TIA with respect to any Securities
     of the Company or any guarantor.

         (8) The Company  shall have  delivered  to the Trustee (i) an Officers'
     Certificate stating that all conditions  precedent provided for relating to
     such Defeasance,  discharge or deposit have been complied with, and (ii) an
     Opinion of Counsel  stating  that all  conditions  precedent  provided  for
     relating to such Defeasance, discharge or deposit have been complied with.

SECTION 1304.  Application of Funds.

     Subject to the  provisions of the last paragraph of Section 1003, all money
and U.S. Government  Obligations (including the proceeds thereof) deposited with
the  Trustee  pursuant  to  Section  1303 in  respect  of one or more  Series of
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such  Securities and this  Indenture,  to the payment,  either
directly or through any Paying Agent  (including  the Company  acting as its own
Paying Agent) as the Trustee may determine,  to the Holders of such  Securities,
of all sums due and to become  due  thereon  in  respect  of  principal  and any
premium and  interest,  but such money need not be  segregated  from other funds
except to the extent required by law.

     The  Company  shall pay (in  addition  to any U.S.  Government  Obligations
deposited pursuant to Section 1303), and indemnify the Trustee against, any tax,
fee  or  other  charge  imposed  on or  assessed  against  the  U.S.  Government
Obligations  deposited  pursuant to Section 1303 or the  principal  and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the  account  of the  Holders  of the  Securities  for which  such
deposit is made.

     Anything in this  Article  Thirteen to the  contrary  notwithstanding,  the
Trustee  shall  deliver  or pay to the  Company  from time to time upon  Company
Request  any money or U.S.  Government  Obligations  held by it as  provided  in
Section  1303  which,  in  the  opinion  of  a  nationally  recognized  firm  of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  are in excess of the amount  thereof which would then
be required  to be  deposited  to effect an  equivalent  Defeasance  or Covenant
Defeasance.

SECTION 1305.  Reinstatement.

     If the  Trustee  or the  Paying  Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 1304 by reason of any order or
judgment  of any  court or  governmental  authority  enjoining,  restraining  or
otherwise  prohibiting such  application,  then the Company's  obligations under
this Indenture and the Securities of such Series shall be revived and reinstated
as though no deposit had occurred  pursuant to this Article  Thirteen until such
time as the  Trustee  or Paying  Agent is  permitted  to apply all such money in
accordance with Section 1304; provided,  however,  that if the Company makes any
payment of principal  of and any premium or interest on any  Security  following
the  reinstatement  of its  obligations,  the Company shall be subrogated to the
rights of the Holders of the  Securities  of such Series to receive such payment
from the money held by the Trustee or the Paying Agent.

Exhibit 4.2                             58
<PAGE>

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be as original,  but all such  counterparts
shall together constitute but one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed, all as of the day and year first above written.

ANHEUSER-BUSCH COMPANIES, INC.             ________________________,
                                                Trustee

By                                         By
                                              ----------------------------------
       William J. Kimmins, Jr.
    Vice President and Treasurer









Exhibit 4.2                             59