UPDATE 3-SABMiller held merger talks w/ Modelo, InBev-sources

(Adds analyst comment)

By Jui Chakravorty Das and Martinne Geller

NEW YORK, June 24 (Reuters) - SABMiller PLC (SAB.L), the world's largest brewer, has held informal discussions with Grupo Modelo (GMODELOC.MX) and InBev NV INTB.BR to explore options including a merger of Modelo and SABMiller, according to sources familiar with the situation.

Discussions have included the possibility of London-based SABMiller acquiring part or all of Mexico's Modelo, in the event that Belgian-Brazilian InBev succeeds in its proposed $46.3 billion takeover of leading U.S. brewer Anheuser-Busch Cos Inc BUD.N, the sources said.

Anheuser-Busch, which owns 50 percent of Modelo, has also held talks with Modelo about acquiring the other half, one of the people familiar with the matter said.

If Anheuser were to acquire the rest of Modelo -- a portion that analysts have valued at roughly $10 billion -- InBev could be forced to raise its $65-per-share offer for Anheuser or even withdraw its bid.

Analysts expect family-controlled Modelo to refuse Anheuser's advances, leaving it with few weapons to thwart InBev's unsolicited bid.

To that end, InBev has also approached Modelo, assuring Mexico's top brewer that if its takeover of Anheuser-Busch is done, Modelo would still have all its options open, including the status quo, buying back Anheuser-Busch's stake, or selling out to InBev in return for InBev stock.

Officials at SABMiller, Modelo and InBev declined to comment, while a spokeswoman for Anheuser did not immediately offer comment.

CONSOLIDATION FOAMING

Modelo, whose Corona is the best-selling imported beer in the United States, now boasts three possible suitors, making it a key player in the wave of consolidation changing the face of the global beer industry.

"We're looking at who's going to be king of the world here," said Tom Pirko, president of industry advising firm Bevmark LLC, stressing the value of having the first or biggest footprint in a developing market. "You have to fight. You cannot allow your competitor to grab the assets."

InBev, which could unseat SABMiller as the world's biggest brewer with its acquisition of Anheuser, is "almost in a Coke-Pepsi situation right now" with SABMiller, Pirko said. SABMiller only recently won the top position from InBev.

Pirko was also quick to point out, however, that it is common for food and beverage companies to have "an informal, running dialogue about issues of mutual interest."

Morningstar analyst Ann Gilpin said having SABMiller as a player in possible negotiations could be seen as helping InBev get its deal done by removing one of Anheuser's takeover defenses, while adding potential proceeds to InBev's coffers.

It was not immediately clear, she said, why Modelo would find SABMiller a much more attractive partner than InBev.