AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                             ON SEPTEMBER 29, 1999
                             Registration Statement No. 333-_____

                   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 COMPANIES, INC.
                 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                       (Full title of the plan)
                      __________________________

JoBeth G. Brown, Esq.                     Copies to:
Vice President and Secretary              John A. Niemoeller, Esq.
Anheuser-Busch Companies, Inc.            The Stolar Partnership
One Busch Place                           911 Washington Avenue, 7th Fl
St. Louis, Missouri 63118                 St. Louis, Missouri 63101
(Name and address of agent for service)

(314) 577-3314
(Telephone number of agent for service)
                      __________________________

                      CALCULATION OF REGISTRATION FEE

Title of           Amount       Proposed    Proposed     Amount of
class of           to be        maximum     maximum      registra-
securities         Registered   offering    aggregate    tion fee
to be registered                price       offering
                                per share   price
Common Stock,
$1 Par Value Per
Share, Including    150,000     $70.50*     $10,575,000  $2,939.85
Related Rights      Shares

*  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 for September 24, 1999.

<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.

<PAGE>

                            PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference

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

   (a)   The Registrant's Annual Report on Form 10-K for the year ended December
31, 1998.

   (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1999.

   (c)   The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the Rights Agreement relating
to such Rights, contained in the Registrant's registration statement filed under
the Securities Exchange Act of 1934, file no. 1-7823, including any amendment or
report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant 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 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.


II-1

<PAGE>


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, 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 unlawful.  A similar standard
of care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.

The Registrant's Restated Certificate of Incorporation provides that each person
who was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Registrant (or the fact that such director or officer is 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.



II-2

<PAGE>


Item 8.  Exhibits

All Exhibits are listed in the Exhibit Index at the end of this Part II.

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;

      (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 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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.

     (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.


II-3

<PAGE>


  (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.


II-4

<PAGE>


                          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 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 September 22, 1999.

                         ANHEUSER-BUSCH COMPANIES, INC.


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

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

Signature               Title                    Date

 August A. Busch III*   Chairman of the Board   September 22, 1999
(August A. Busch III)    and President and
                         Director (Principal
                         Executive Officer)


 W. Randolph Baker*      Vice President         September 22, 1999
(W. Randolph Baker)      and Chief Financial
                         Officer (Principal
                         Financial Officer)



 John F. Kelly*         Vice President and     September 22, 1999
(John F. Kelly)         Controller (Principal
                         Accounting Officer)



II-5

<PAGE>


 Bernard A. Edison*          Director           September 22, 1999
(Bernard A. Edison)

 Carlos Fernandez G.*        Director           September 22, 1999
(Carlos Fernandez G.)

 John E. Jacob*              Director           September 22, 1999
(John E. Jacob)

 James R. Jones*             Director           September 22, 1999
(James R. Jones)

 Charles F. Knight*          Director           September 22, 1999
(Charles F. Knight)

 Vernon R. Loucks, Jr.*      Director           September 22, 1999
(Vernon R. Loucks, Jr.)

 Vilma S. Martinez*          Director           September 22, 1999
(Vilma S. Martinez)


 James B. Orthwein*          Director           September 22, 1999
(James B. Orthwein)

 Joyce M. Roche'*            Director           September 22, 1999
(Joyce M. Roche')

 William Porter Payne*       Director           September 22, 1999
(William Porter Payne)

 Andrew C. Taylor*           Director           September 22, 1999
(Andrew C. Taylor)

 Douglas A. Warner III*      Director           September 22, 1999
(Douglas A. Warner III)

 Edward E. Whitacre, Jr.*    Director           September 22, 1999
(Edward E. Whitacre, Jr.)


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

II-6

<PAGE>


                         EXHIBIT INDEX

Exhibit 4.1

Anheuser-Busch Companies, Inc. Stock Plan for Non-Employee Directors.


Exhibit 5.1

Not furnished in accordance with Item 8(a) of this Form because the securities
being issued are not original issuance securities.


Exhibit 23.1

Consent of Independent Accountants.


Exhibit 24.1

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







II-7

<PAGE>
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{"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", "file-number": "333-88015", "film-number": "99719442"}, "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 SEPTEMBER 29, 1999
                             Registration Statement No. 333-_____

                   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 COMPANIES, INC.
                 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                       (Full title of the plan)
                      __________________________

JoBeth G. Brown, Esq.                     Copies to:
Vice President and Secretary              John A. Niemoeller, Esq.
Anheuser-Busch Companies, Inc.            The Stolar Partnership
One Busch Place                           911 Washington Avenue, 7th Fl
St. Louis, Missouri 63118                 St. Louis, Missouri 63101
(Name and address of agent for service)

(314) 577-3314
(Telephone number of agent for service)
                      __________________________

                      CALCULATION OF REGISTRATION FEE

Title of           Amount       Proposed    Proposed     Amount of
class of           to be        maximum     maximum      registra-
securities         Registered   offering    aggregate    tion fee
to be registered                price       offering
                                per share   price
Common Stock,
$1 Par Value Per
Share, Including    150,000     $70.50*     $10,575,000  $2,939.85
Related Rights      Shares

*  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 for September 24, 1999.
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.
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference

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

   (a)   The Registrant's Annual Report on Form 10-K for the year ended December
31, 1998.

   (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1999.

   (c)   The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the Rights Agreement relating
to such Rights, contained in the Registrant's registration statement filed under
the Securities Exchange Act of 1934, file no. 1-7823, including any amendment or
report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant 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 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.

II-1
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, 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 unlawful.  A similar standard
of care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.

The Registrant's Restated Certificate of Incorporation provides that each person
who was or is made a party to, or is involved in, any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the
Registrant (or the fact that such director or officer is 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.

II-2
Item 8.  Exhibits

All Exhibits are listed in the Exhibit Index at the end of this Part II.

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;

      (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 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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.

     (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.

II-3
(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.

II-4
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 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 September 22, 1999.

                         ANHEUSER-BUSCH COMPANIES, INC.

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

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

Signature               Title                    Date

 August A. Busch III*   Chairman of the Board   September 22, 1999
(August A. Busch III)    and President and
                         Director (Principal
                         Executive Officer)

 W. Randolph Baker*      Vice President         September 22, 1999
(W. Randolph Baker)      and Chief Financial
                         Officer (Principal
                         Financial Officer)

 John F. Kelly*         Vice President and     September 22, 1999
(John F. Kelly)         Controller (Principal
                         Accounting Officer)

II-5
Bernard A. Edison*          Director           September 22, 1999
(Bernard A. Edison)

 Carlos Fernandez G.*        Director           September 22, 1999
(Carlos Fernandez G.)

 John E. Jacob*              Director           September 22, 1999
(John E. Jacob)

 James R. Jones*             Director           September 22, 1999
(James R. Jones)

 Charles F. Knight*          Director           September 22, 1999
(Charles F. Knight)

 Vernon R. Loucks, Jr.*      Director           September 22, 1999
(Vernon R. Loucks, Jr.)

 Vilma S. Martinez*          Director           September 22, 1999
(Vilma S. Martinez)

 James B. Orthwein*          Director           September 22, 1999
(James B. Orthwein)

 Joyce M. Roche'*            Director           September 22, 1999
(Joyce M. Roche')

 William Porter Payne*       Director           September 22, 1999
(William Porter Payne)

 Andrew C. Taylor*           Director           September 22, 1999
(Andrew C. Taylor)

 Douglas A. Warner III*      Director           September 22, 1999
(Douglas A. Warner III)

 Edward E. Whitacre, Jr.*    Director           September 22, 1999
(Edward E. Whitacre, Jr.)

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

II-6
EXHIBIT INDEX

Exhibit 4.1

Anheuser-Busch Companies, Inc. Stock Plan for Non-Employee Directors.

Exhibit 5.1

Not furnished in accordance with Item 8(a) of this Form because the securities
being issued are not original issuance securities.

Exhibit 23.1

Consent of Independent Accountants.

Exhibit 24.1

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

II-7