SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KASEN KEITH M

(Last)

(First)

(Middle)

ONE BUSCH PLACE

(Street)

ST. LOUIS

63118-1852

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANHEUSER-BUSCH COMPANIES, INC. [ BUD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Strategy Committee Member

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($1 par value)	11/18/2008	11/18/2008	D		25,964⁽¹⁾⁽²⁾	D	$70	0⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$37.8907	11/18/2008	11/18/2008	D			2,638	⁽⁴⁾	⁽⁴⁾	Common Stock	2,638	$32.1093⁽⁴⁾	0	D
Employee Stock Options	$37.8907	11/18/2008	11/18/2008	D			14,762	⁽⁴⁾	⁽⁴⁾	Common Stock	14,762	$32.1093⁽⁴⁾	0	D
Employee Stock Options	$48.875	11/18/2008	11/18/2008	D			2,046	⁽⁴⁾	⁽⁴⁾	Common Stock	2,046	$21.125⁽⁴⁾	0	D
Employee Stock Options	$48.875	11/18/2008	11/18/2008	D			19,954	⁽⁴⁾	⁽⁴⁾	Common Stock	19,954	$21.125⁽⁴⁾	0	D
Employee Stock Options	$42.945	11/18/2008	11/18/2008	D			2,328	⁽⁴⁾	⁽⁴⁾	Common Stock	2,328	$27.055⁽⁴⁾	0	D
Employee Stock Options	$42.945	11/18/2008	11/18/2008	D			19,672	⁽⁴⁾	⁽⁴⁾	Common Stock	19,672	$27.055⁽⁴⁾	0	D
Employee Stock Options	$49.91	11/18/2008	11/18/2008	D			2,003	⁽⁴⁾	⁽⁴⁾	Common Stock	2,003	$20.09⁽⁴⁾	0	D
Employee Stock Options	$49.91	11/18/2008	11/18/2008	D			19,997	⁽⁴⁾	⁽⁴⁾	Common Stock	19,997	$20.09⁽⁴⁾	0	D
Employee Stock Options	$47.535	11/18/2008	11/18/2008	D			78,000	⁽⁴⁾	⁽⁴⁾	Common Stock	78,000	$22.465⁽⁴⁾	0	D
Employee Stock Options	$52.26	11/18/2008	11/18/2008	D			1,913	⁽⁴⁾	⁽⁴⁾	Common Stock	1,913	$17.74⁽⁴⁾	0	D
Employee Stock Options	$52.26	11/18/2008	11/18/2008	D			98,087	⁽⁴⁾	⁽⁴⁾	Common Stock	98,087	$17.74⁽⁴⁾	0	D
Employee Stock Options	$50.285	11/18/2008	11/18/2008	D			1,988	⁽⁴⁾	⁽⁴⁾	Common Stock	1,988	$19.715⁽⁴⁾	0	D
Employee Stock Options	$50.285	11/18/2008	11/18/2008	D			123,012	⁽⁴⁾	⁽⁴⁾	Common Stock	123,012	$19.715⁽⁴⁾	0	D
Employee Stock Options	$43.8	11/18/2008	11/18/2008	D			2,283	⁽⁴⁾	⁽⁴⁾	Common Stock	2,283	$26.2⁽⁴⁾	0	D
Employee Stock Options	$43.8	11/18/2008	11/18/2008	D			88,522	⁽⁴⁾	⁽⁴⁾	Common Stock	88,522	$26.2⁽⁴⁾	0	D
Employee Stock Options	$46.37	11/18/2008	11/18/2008	D			2,156	⁽⁴⁾	⁽⁴⁾	Common Stock	2,156	$23.63⁽⁴⁾	0	D
Employee Stock Options	$46.37	11/18/2008	11/18/2008	D			80,063	⁽⁴⁾	⁽⁴⁾	Common Stock	80,063	$23.63⁽⁴⁾	0	D
Employee Stock Options	$51.89	11/18/2008	11/18/2008	D			1,927	⁽⁴⁾	⁽⁴⁾	Common Stock	1,927	$18.11⁽⁴⁾	0	D
Employee Stock Options	$51.89	11/18/2008	11/18/2008	D			106,414	⁽⁴⁾	⁽⁴⁾	Common Stock	106,414	$18.11⁽⁴⁾	0	D
Phantom Stock Units	⁽⁵⁾	11/18/2008	11/18/2008	D			666	⁽⁶⁾	⁽⁶⁾	Common Stock	666	$70⁽⁶⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, these shares were cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares and (b) the per share merger consideration of $70.00.

2. Includes shares held in an automatic dividend reinvestment plan.

3. Additionally, pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, all shares held in the Company's 401(k) Plan were cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares and (b) the per share merger consideration of $70.00.

4. Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, each outstanding unexercised option, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying such option and (b) the excess of the per share merger consideration of $70.00 over the per share exercise price of such option, less any applicable tax withholding.

5. Each phantom share represents the value of one actual share of Common Stock.

6. Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, all Phantom Stock Units, each of which represents the value of one actual share of Common Stock and have no exercise feature or expiration date, were cancelled at the effective time of the merger for cash equal to the product of (a) the number of shares underlying the Phantom Stock Units and (b) the per share merger consideration of $70.00, less any applicable tax withholding.

Remarks:

	Laura H. Reeves, Attorney-in-Fact for Keith M. Kasen	11/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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