AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
                                   Registration Statement No. 33-_______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             Registration Statement
                                    Under the
                             Securities Act of 1933
        -----------------------------------------------------------------

                         ANHEUSER-BUSCH COMPANIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                                   43-1162835
             (State or Other Jurisdiction                    (IRS Employer
         of Incorporation or Organization)                   Identification No.)

                                 One Busch Place
                            St. Louis, Missouri 63118
                    (Address of Principal Executive Offices)

               Anheuser-Busch Global Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                 JoBeth G. Brown
                     Vice President and Corporate Secretary
                         Anheuser-Busch Companies, Inc.
                                 One Busch Place
                            St. Louis, Missouri 63118
                     (Name and Address of Agent for Service)

                                 (314) 577-3314
           Telephone Number, Including Area Code of Agent for Service

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================
<S>                   <C>            <C>           <C>              <C>  
                                       Proposed
 Title of Securities      Amount         Maximum   Proposed Maximum   Amount of
   to be Registered       to be      Offering Price   Aggregate     Registration
                        Registered     Per Share*   Offering Price       Fee
================================================================================
  Common Stock, par   500,000 Shares     $67 1/2     $750,000       $9,383
   value $1.00 per
   share, including
   preferred stock
   purchase rights
================================================================================
</TABLE>

     *Estimated  solely for purposes of  calculating  the  registration  fee. In
accordance with Rule 457(h)(1),  the proposed offering price of shares was based
on the  average  of the  high and low  prices  reported  on the New  York  Stock
Exchange on January 22, 1999.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

<PAGE>


                                     PART I

         The Section 10(a) prospectus  relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8.



                                      I-1
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents are incorporated by reference in this registration
statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997.

     (b) The Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

     (c) The descriptions of the Registrant's shares of common stock,  including
the  preferred  stock  purchase  rights  relating  thereto,   contained  in  the
Registrant's  registration statements filed under the Securities Exchange Act of
1934,  File No. 1-7823,  including any amendment or report filed for the purpose
of updating such descriptions.

     All documents  subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

     The Registrant's common stock is registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel.

     PricewaterhouseCoopers LLP, the Registrant's independent accountants,  have
no interest in the Registrant.

     Thomas Larson,  Esq.,  Associate  General  Counsel of the  Registrant,  has
passed  upon  the  legality  of  the  shares  offered  under  this  registration
statement.

     Carolyn G. Wolff,  Esq.,  Associate General Counsel of the Registrant,  has
passed upon the compliance of the Plan with the requirements of ERISA.

Item 6. Indemnification of Directors and Officers.

     The  Delaware  General  Corporation  Law permits the  indemnification  by a
Delaware  corporation  of its  directors,  officers,  employees and other agents
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,

                                      II-1
<PAGE>

whether civil, criminal,  administrative or investigative (other than derivative
actions which are by or in the right of the  corporation)  if they acted in good
faith in a manner they  reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe  their  conduct was illegal.  A
similar standard of care is applicable in the case of derivative actions, except
that  indemnification  only  extends to  expenses  (including  attorneys'  fees)
incurred in  connection  with  defense or  settlement  of an action and requires
court approval before there can be any indemnification  where the person seeking
indemnification has been found liable to the corporation.

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

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

Item 7. Exemptions from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

4        Anheuser-Busch Global Employee Stock Purchase Plan

5.1      Opinion and consent of Thomas Larson,  Esq.,  Associate General Counsel
         of the  Registrant,  concerning  the  legality  of the shares of common
         stock being registered hereunder.

5.2      Opinion  and  consent of  Carolyn G.  Wolff,  Esq.,  Associate  General
         Counsel of the  Registrant,  relating to the  compliance of the Plan as
         amended and restated with the requirements of ERISA.

23       Consent of Independent Accountants

24.1     Power  of  Attorney   executed  by  directors   and  officers   of  the
         Registrant.


                                      II-2
<PAGE>

24.2     Power of Attorney executed by the members of the Plan's Administrative
         Committee.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.

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

                                      II-3
<PAGE>

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of  St. Louis,  State of Missouri,  on January 22,
1999.

                                    ANHEUSER-BUSCH COMPANIES, INC.


                                    By:  /s/ JoBeth G. Brown
                                        ----------------------------------------
                                        JoBeth G. Brown
                                        (Vice President and Corporate Secretary)


                                      II-4
<PAGE>


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

                                 Title                               Date


   AUGUST A. BUSCH III    *      Chairman of the Board         November 25, 1998
--------------------------       and President and
   August A. Busch III           Director (Principal
                                 Executive Officer)


   W. RANDOLPH BAKER      *      Vice President                November 25, 1998
--------------------------       President and Chief
   W. Randolph Baker             Financial Officer and
                                 Director (Principal
                                 Financial Officer)

     JOHN F. KELLY        *      Vice President and            November 25, 1998
--------------------------       Controller (Principal     
     John F. Kelly               Accounting Officer)    
                                            

    BERNARD A. EDISON     *      Director                      November 25, 1998
--------------------------
    Bernard A. Edison


    CARLOS FERNANDEZ G.   *      Director                      November 25, 1998
--------------------------
     Carlos Fernandez G.


       JOHN E. JACOB      *      Director                      November 25, 1998
--------------------------
       John E. Jacob


      JAMES R. JONES      *      Director                      November 25, 1998
--------------------------
      James R. Jones


--------------------------       Director                      November 25, 1998
    Charles F. Knight


   VERNON R. LOUCKS, JR.  *      Director                      November 25, 1998
--------------------------
   Vernon R. Loucks, Jr.


   VILMA S. MARTINEZ      *      Director                      November 25, 1998
--------------------------
   Vilma S. Martinez


                                      II-5
<PAGE>

    SYBIL C. MOBLEY       *      Director                      November 25, 1998
--------------------------
    Sybil C. Mobley

   JAMES B. ORTHWEIN      *      Director                      November 25, 1998
--------------------------
   James B. Orthwein


  WILLIAM PORTER PAYNE    *      Director                      November 25, 1998
--------------------------
  William Porter Payne

    ANDREW C. TAYLOR      *      Director                      November 25, 1998
--------------------------
    Andrew C. Taylor

  DOUGLAS A. WARNER III   *      Director                      November 25, 1998
--------------------------
  Douglas A. Warner III

    WILLIAM H. WEBSTER    *      Director                      November 25, 1998
--------------------------
    William H. Webster

  EDWARD E. WHITACRE, JR. *      Director                      November 25, 1998
--------------------------
  Edward E. Whitacre, Jr.


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


                                      II-6
<PAGE>


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Administrative Committee of the Plan has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Louis, State of Missouri, as of December 14, 1998.

                              ANHEUSER-BUSCH GLOBAL
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                 Title                         Date



    J. TIMOTHY FARRELL    *      Committee Member              December 14, 1998
--------------------------
    J. Timothy Farrell


     DAVID F. HOFF        *      Committee Member              December 14, 1998
--------------------------
     David F. Hoff


      MARK SCHUMM         *      Committee Member              December 14, 1998
--------------------------
      Mark Schumm




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


                                      II-7
<PAGE>

                                                   
                                  EXHIBIT INDEX

4        Anheuser-Busch Global Employee Stock Purchase Plan

5.1      Opinion and consent of Thomas Larson,  Esq.,  Associate General Counsel
         of the  Registrant,  concerning  the  legality  of the shares of common
         stock being registered hereunder.

5.2      Opinion   and  consent of Carolyn  G.  Wolff,  Esq., Associate  General
         Counsel of the Registrant, relating to the compliance of the Plan  with
         the requirements of ERISA.

23       Consent of Independent Accountants

24.1     Power of Attorney executed by directors and officers of the Registrant.

24.2     Power of Attorney executed by the members of  the Plan's Administrative
         Committee.


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF SHARES - GLOBAL STOCK PLAN", "secsgml_size_bytes": 19139}]
{"company-data": {"conformed-name": "ANHEUSER BUSCH COMPANIES INC", "cik": "0000310569", "assigned-sic": "2082", "irs-number": "431162835", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71311", "film-number": "99515055"}, "business-address": {"street1": "ONE BUSCH PL", "street2": "C/O OFFICE OF THE VP & SEC'Y", "city": "ST LOUIS", "state": "MO", "zip": "63118", "phone": "3145772000"}, "mail-address": {"street1": "ONE BUSCH PL", "city": "ST LOUIS", "state": "MO", "zip": "63118"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
                                   Registration Statement No. 33-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             Registration Statement
                                    Under the
                             Securities Act of 1933
        -----------------------------------------------------------------

                         ANHEUSER-BUSCH COMPANIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                                   43-1162835
             (State or Other Jurisdiction                    (IRS Employer
         of Incorporation or Organization)                   Identification No.)

                                 One Busch Place
                            St. Louis, Missouri 63118
                    (Address of Principal Executive Offices)

               Anheuser-Busch Global Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                 JoBeth G. Brown
                     Vice President and Corporate Secretary
                         Anheuser-Busch Companies, Inc.
                                 One Busch Place
                            St. Louis, Missouri 63118
                     (Name and Address of Agent for Service)

                                 (314) 577-3314
           Telephone Number, Including Area Code of Agent for Service
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
 Title of Securities      Amount         Maximum   Proposed Maximum   Amount of
   to be Registered       to be      Offering Price   Aggregate     Registration
                        Registered     Per Share*   Offering Price       Fee
================================================================================
  Common Stock, par   500,000 Shares     $67 1/2     $750,000       $9,383
   value $1.00 per
   share, including
   preferred stock
   purchase rights
================================================================================
*Estimated  solely for purposes of  calculating  the  registration  fee. In
accordance with Rule 457(h)(1),  the proposed offering price of shares was based
on the  average  of the  high and low  prices  reported  on the New  York  Stock
Exchange on January 22, 1999.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I

         The Section 10(a) prospectus  relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents are incorporated by reference in this registration
statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997.

     (b) The Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.

     (c) The descriptions of the Registrant's shares of common stock,  including
the  preferred  stock  purchase  rights  relating  thereto,   contained  in  the
Registrant's  registration statements filed under the Securities Exchange Act of
1934,  File No. 1-7823,  including any amendment or report filed for the purpose
of updating such descriptions.

     All documents  subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

     The Registrant's common stock is registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel.

     PricewaterhouseCoopers LLP, the Registrant's independent accountants,  have
no interest in the Registrant.

     Thomas Larson,  Esq.,  Associate  General  Counsel of the  Registrant,  has
passed  upon  the  legality  of  the  shares  offered  under  this  registration
statement.

     Carolyn G. Wolff,  Esq.,  Associate General Counsel of the Registrant,  has
passed upon the compliance of the Plan with the requirements of ERISA.

Item 6. Indemnification of Directors and Officers.

     The  Delaware  General  Corporation  Law permits the  indemnification  by a
Delaware  corporation  of its  directors,  officers,  employees and other agents
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement in  connection  with  specified  actions,  suits or  proceedings,

                                      II-1
whether civil, criminal,  administrative or investigative (other than derivative
actions which are by or in the right of the  corporation)  if they acted in good
faith in a manner they  reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe  their  conduct was illegal.  A
similar standard of care is applicable in the case of derivative actions, except
that  indemnification  only  extends to  expenses  (including  attorneys'  fees)
incurred in  connection  with  defense or  settlement  of an action and requires
court approval before there can be any indemnification  where the person seeking
indemnification has been found liable to the corporation.

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

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

Item 7. Exemptions from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

4        Anheuser-Busch Global Employee Stock Purchase Plan

5.1      Opinion and consent of Thomas Larson,  Esq.,  Associate General Counsel
         of the  Registrant,  concerning  the  legality  of the shares of common
         stock being registered hereunder.

5.2      Opinion  and  consent of  Carolyn G.  Wolff,  Esq.,  Associate  General
         Counsel of the  Registrant,  relating to the  compliance of the Plan as
         amended and restated with the requirements of ERISA.

23       Consent of Independent Accountants

24.1     Power  of  Attorney   executed  by  directors   and  officers   of  the
         Registrant.

                                      II-2
24.2     Power of Attorney executed by the members of the Plan's Administrative
         Committee.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of  St. Louis,  State of Missouri,  on January 22,
1999.

                                    ANHEUSER-BUSCH COMPANIES, INC.

                                    By:  /s/ JoBeth G. Brown
                                        ----------------------------------------
                                        JoBeth G. Brown
                                        (Vice President and Corporate Secretary)

                                      II-4
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

                                 Title                               Date

   AUGUST A. BUSCH III    *      Chairman of the Board         November 25, 1998
--------------------------       and President and
   August A. Busch III           Director (Principal
                                 Executive Officer)

   W. RANDOLPH BAKER      *      Vice President                November 25, 1998
--------------------------       President and Chief
   W. Randolph Baker             Financial Officer and
                                 Director (Principal
                                 Financial Officer)

     JOHN F. KELLY        *      Vice President and            November 25, 1998
--------------------------       Controller (Principal     
     John F. Kelly               Accounting Officer)    
                                            

    BERNARD A. EDISON     *      Director                      November 25, 1998
--------------------------
    Bernard A. Edison

    CARLOS FERNANDEZ G.   *      Director                      November 25, 1998
--------------------------
     Carlos Fernandez G.

       JOHN E. JACOB      *      Director                      November 25, 1998
--------------------------
       John E. Jacob

      JAMES R. JONES      *      Director                      November 25, 1998
--------------------------
      James R. Jones

--------------------------       Director                      November 25, 1998
    Charles F. Knight

   VERNON R. LOUCKS, JR.  *      Director                      November 25, 1998
--------------------------
   Vernon R. Loucks, Jr.

   VILMA S. MARTINEZ      *      Director                      November 25, 1998
--------------------------
   Vilma S. Martinez

                                      II-5
SYBIL C. MOBLEY       *      Director                      November 25, 1998
--------------------------
    Sybil C. Mobley

   JAMES B. ORTHWEIN      *      Director                      November 25, 1998
--------------------------
   James B. Orthwein

  WILLIAM PORTER PAYNE    *      Director                      November 25, 1998
--------------------------
  William Porter Payne

    ANDREW C. TAYLOR      *      Director                      November 25, 1998
--------------------------
    Andrew C. Taylor

  DOUGLAS A. WARNER III   *      Director                      November 25, 1998
--------------------------
  Douglas A. Warner III

    WILLIAM H. WEBSTER    *      Director                      November 25, 1998
--------------------------
    William H. Webster

  EDWARD E. WHITACRE, JR. *      Director                      November 25, 1998
--------------------------
  Edward E. Whitacre, Jr.

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

                                      II-6
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Administrative Committee of the Plan has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Louis, State of Missouri, as of December 14, 1998.

                              ANHEUSER-BUSCH GLOBAL
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                 Title                         Date

    J. TIMOTHY FARRELL    *      Committee Member              December 14, 1998
--------------------------
    J. Timothy Farrell

     DAVID F. HOFF        *      Committee Member              December 14, 1998
--------------------------
     David F. Hoff

      MARK SCHUMM         *      Committee Member              December 14, 1998
--------------------------
      Mark Schumm

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

                                      II-7
EXHIBIT INDEX

4        Anheuser-Busch Global Employee Stock Purchase Plan

5.1      Opinion and consent of Thomas Larson,  Esq.,  Associate General Counsel
         of the  Registrant,  concerning  the  legality  of the shares of common
         stock being registered hereunder.

5.2      Opinion   and  consent of Carolyn  G.  Wolff,  Esq., Associate  General
         Counsel of the Registrant, relating to the compliance of the Plan  with
         the requirements of ERISA.

23       Consent of Independent Accountants

24.1     Power of Attorney executed by directors and officers of the Registrant.

24.2     Power of Attorney executed by the members of  the Plan's Administrative
         Committee.

                                      II-8