AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 3, 2005
                   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.
                      1998 INCENTIVE STOCK PLAN
                       (Full title of the plan)
                      __________________________

JoBeth G. Brown, Esq.                     Copies to:
Vice President and Secretary              Geetha Rao Sant,
Esq.
Anheuser-Busch Companies, Inc.            The Stolar
Partnership LLP
One Busch Place                           911 Washington
Avenue, 7th Fl
St. Louis, Missouri 63118                 St. Louis,
Missouri 63101
(Name and address 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             32,000,000   $46.60*   $1,491,200,000.00
$176,514.24
                  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 April 29, 2005.

<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, 2004.

     (b)  All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since
December 31, 2004.

     (c)  The description of the Registrant's shares of
common stock 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
registered public accounting firm, have no interest in the
Registrant.

The Stolar Partnership LLP has passed upon the legality of
the shares offered under this registration statement.
Attorneys and non-clerical personnel at The Stolar
Partnership LLP who have participated in the preparation of
the opinion have, collectively, a combined direct and
indirect 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 any threatened,
pending, or completed action, suit or proceeding, 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 Delaware General Corporation Law requires
a Delaware corporation to indemnify a present or former
director or officer against expenses (including attorneys'
fees) to the extent that such present or former director or
officer has been successful on the merits or otherwise in
the defense of any civil, criminal, administrative, or
investigative action, suit, or proceeding, including any
derivative action or suit by or in the right of 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 the fullest extent permitted by Delaware
law, 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.  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
     a 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
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for
an offering of asset-backed securities on Form S-1 or Form
S-3, and the information required to be included in a post-
effective amendment is provided pursuant to Item 1100(c) of
Regulation AB.

          (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 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
May 3, 2005.

                                     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

 Patrick T. Stokes*         President and Chief      April
27, 2005
(Patrick T. Stokes)           Executive Officer and
                              Director
                              (Principal Executive
                              Officer)


 W. Randolph Baker*         Vice President           April
27, 2005
(W. Randolph Baker)           and Chief Financial
                              Officer (Principal
                             Financial Officer)


 John F. Kelly*             Vice President and       April
27, 2005
(John F. Kelly)               Controller (Principal
                              Accounting Officer)

II-5

<PAGE>


 August A. Busch III*       Chairman of the Board    April
27, 2005
(August A. Busch III)         and Director

 Carlos Fernandez G.*       Director                 April
27, 2005
(Carlos Fernandez G.)

 James J. Forese*           Director                 April
27, 2005
(James J. Forese)

 John E. Jacob*             Director                 April
27, 2005
(John E. Jacob)

 James R. Jones*            Director                 April
27, 2005
(James R. Jones)

 Charles F. Knight*         Director                 April
27, 2005
(Charles F. Knight)

 Vernon R. Loucks, Jr.*     Director                 April
27, 2005
(Vernon R. Loucks, Jr.)

 Vilma S. Martinez*         Director                 April
27, 2005
(Vilma S. Martinez)

 William Porter Payne*      Director                 April
27, 2005
(William Porter Payne)

 Joyce M. Roche'*           Director                 April
27, 2005
(Joyce M. Roche')

 Henry Hugh Shelton*        Director                 April
27, 2005
(Henry Hugh Shelton)

 Andrew C. Taylor*          Director                 April
27, 2005
(Andrew C. Taylor)

 ______________________     Director
_______________
Douglas A. Warner III

 Edward E. Whitacre, Jr.*   Director                 April
27, 2005
(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. 1998 Incentive Stock Plan
(Restated to reflect a 2-for-1 stock split effective
September 18, 2000 and amendments effective April 25, 2001,
April 23, 2003 and April 27, 2005).


Exhibit 5.1

Opinion and consent of The Stolar Partnership LLP,
concerning the legality of the shares of common stock being
registered hereunder.


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm.


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", "act": "33", "file-number": "333-124589", "film-number": "05795702"}, "business-address": {"street1": "ONE BUSCH PL", "city": "ST LOUIS", "state": "MO", "zip": "63118-1852", "phone": "3147656565"}, "mail-address": {"street1": "ONE BUSCH PL", "city": "ST LOUIS", "state": "MO", "zip": "63118-1852"}, "former-company": {"former-conformed-name": "ANHEUSER BUSCH COMPANIES INC", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 3, 2005
                   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.
                      1998 INCENTIVE STOCK PLAN
                       (Full title of the plan)
                      __________________________

JoBeth G. Brown, Esq.                     Copies to:
Vice President and Secretary              Geetha Rao Sant,
Esq.
Anheuser-Busch Companies, Inc.            The Stolar
Partnership LLP
One Busch Place                           911 Washington
Avenue, 7th Fl
St. Louis, Missouri 63118                 St. Louis,
Missouri 63101
(Name and address 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             32,000,000   $46.60*   $1,491,200,000.00
$176,514.24
                  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 April 29, 2005.
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, 2004.

     (b)  All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since
December 31, 2004.

     (c)  The description of the Registrant's shares of
common stock 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
registered public accounting firm, have no interest in the
Registrant.

The Stolar Partnership LLP has passed upon the legality of
the shares offered under this registration statement.
Attorneys and non-clerical personnel at The Stolar
Partnership LLP who have participated in the preparation of
the opinion have, collectively, a combined direct and
indirect 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 any threatened,
pending, or completed action, suit or proceeding, 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 Delaware General Corporation Law requires
a Delaware corporation to indemnify a present or former
director or officer against expenses (including attorneys'
fees) to the extent that such present or former director or
officer has been successful on the merits or otherwise in
the defense of any civil, criminal, administrative, or
investigative action, suit, or proceeding, including any
derivative action or suit by or in the right of 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 the fullest extent permitted by Delaware
law, 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.  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
     a 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
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for
an offering of asset-backed securities on Form S-1 or Form
S-3, and the information required to be included in a post-
effective amendment is provided pursuant to Item 1100(c) of
Regulation AB.

          (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 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
May 3, 2005.

                                     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

 Patrick T. Stokes*         President and Chief      April
27, 2005
(Patrick T. Stokes)           Executive Officer and
                              Director
                              (Principal Executive
                              Officer)

 W. Randolph Baker*         Vice President           April
27, 2005
(W. Randolph Baker)           and Chief Financial
                              Officer (Principal
                             Financial Officer)

 John F. Kelly*             Vice President and       April
27, 2005
(John F. Kelly)               Controller (Principal
                              Accounting Officer)

II-5
August A. Busch III*       Chairman of the Board    April
27, 2005
(August A. Busch III)         and Director

 Carlos Fernandez G.*       Director                 April
27, 2005
(Carlos Fernandez G.)

 James J. Forese*           Director                 April
27, 2005
(James J. Forese)

 John E. Jacob*             Director                 April
27, 2005
(John E. Jacob)

 James R. Jones*            Director                 April
27, 2005
(James R. Jones)

 Charles F. Knight*         Director                 April
27, 2005
(Charles F. Knight)

 Vernon R. Loucks, Jr.*     Director                 April
27, 2005
(Vernon R. Loucks, Jr.)

 Vilma S. Martinez*         Director                 April
27, 2005
(Vilma S. Martinez)

 William Porter Payne*      Director                 April
27, 2005
(William Porter Payne)

 Joyce M. Roche'*           Director                 April
27, 2005
(Joyce M. Roche')

 Henry Hugh Shelton*        Director                 April
27, 2005
(Henry Hugh Shelton)

 Andrew C. Taylor*          Director                 April
27, 2005
(Andrew C. Taylor)

 ______________________     Director
_______________
Douglas A. Warner III

 Edward E. Whitacre, Jr.*   Director                 April
27, 2005
(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. 1998 Incentive Stock Plan
(Restated to reflect a 2-for-1 stock split effective
September 18, 2000 and amendments effective April 25, 2001,
April 23, 2003 and April 27, 2005).

Exhibit 5.1

Opinion and consent of The Stolar Partnership LLP,
concerning the legality of the shares of common stock being
registered hereunder.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm.

Exhibit 24.1

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

II-7