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                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.   20549

                                 ---------

                                FORM 8-A
                       

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                        ANHEUSER-BUSCH COMPANIES, INC.          
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)


              Delaware                          43-1162835  
- ----------------------------------------    ------------------
(State of incorporation or organization)    (IRS Employer
                                            Identification No.)


 One Busch Place, St. Louis, Missouri           63118    
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(Address of principal executive offices)      (Zip Code)

If this Form relates to the         If this Form relates to the
registration of a class of debt     registration of a class of debt
securities and is effective upon    securities and is to become
filing pursuant to General          effective simultaneously with the
instruction A(c)(1) please check    effectiveness of a concurrent
the following line.  -----          registration statement under the
                                    Securities Act of 1933 pursuant to
                                    General Instruction A(c)(2) please
                                    check the following line.  -----

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class            Name of each exchange on which
     to be so registered            each class is to be registered
     -------------------            ------------------------------

Preferred Stock Purchase Rights    New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:


                              None                               
- --------------------------------------------------------------------------
                        (Title of Class)








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Item 1.   Description of Securities to be Registered.
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          On October 26, 1994, the Board of Directors of

Anheuser-Busch Companies, Inc. (the "Company") declared a 

dividend distribution of one Right for each outstanding share of 

common stock, par value $1.00 per share (the "Common Stock"), of 

the Company.  The distribution was made to stockholders of record

on the close of business on December 27, 1995 (the "Record Date")

promptly following the Record Date.  Except as set forth below,

each Right entitles the registered holder to purchase from the

Company one-hundredth of a share of Series B Junior Participating

Preferred Stock, par value $1.00 per share (the "Preferred

Stock"), at a price of $195 per one-hundredth of a share (the

"Purchase Price"), subject to adjustment.  The description and

terms of the Rights are set forth in a Rights Agreement (the

"Rights Agreement") between the Company and Boatmen's Trust

Company, as Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) ten business days 

following a public announcement that a person or group of 

affiliated or associated persons (an "Acquiring Person"), has 

acquired, or obtained the right to acquire, beneficial ownership 

of 20% or more of the outstanding shares of Common Stock (the 

"Stock Acquisition Date") or (ii) ten business days following the






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commencement of a tender offer or exchange offer if, upon 

consummation thereof, such person or group would be the 

beneficial owner of 30% or more of such outstanding shares of 

Common Stock (the earlier of such dates being called the 

"Distribution Date"), the Rights will be evidenced, with respect 

to any of the Common Stock certificates outstanding as of the 

Record Date, by such Common Stock certificates.  Until the 

Distribution Date, the Rights will be transferred with and only 

with the Common Stock certificates.  Until the Distribution Date 

(or earlier redemption or expiration of the Rights), new Common 

Stock certificates issued after the Record Date upon transfer or 

new issuance of the Common Stock will contain a notation 

incorporating the Rights Agreement by reference.  Until the 

Distribution Date (or earlier redemption or expiration of the 

Rights), the surrender for transfer of any certificates for 

Common Stock outstanding as of the Record Date will also 

constitute the transfer of the Rights associated with the Common 

Stock represented by such certificate.  As soon as practicable 

following the Distribution Date, separate certificates evidencing

the Rights (the "Right Certificates") will be mailed to holders 

of record of the Common Stock as of the close of business on the 









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Distribution Date.  From and after the Distribution Date, such 

separate Right Certificates alone will evidence the Rights.


     The Rights are not exercisable until the Distribution Date. 

The Rights will expire at the close of business on October 31,

2004 (the "Final Expiration Date"), unless earlier redeemed by 

the Company as described below.

     The Purchase Price payable, and the number of shares of

Preferred Stock or other securities or property issuable, upon

exercise of the Rights are subject to adjustment from time to 

time to prevent dilution (i) in the event of a stock dividend on,

or a subdivision, combination or reclassification of the 

Preferred Stock, (ii) upon the grant to holders of the Preferred 

Stock of certain rights or warrants to subscribe for Preferred 

Stock or convertible securities at a price less than the current 

market price of the Preferred Stock or (iii) upon the 

distribution to holders of the Preferred Stock of evidences of 

indebtedness or assets (excluding regular quarterly cash 

dividends) or of subscription rights or warrants (other than 

those referred to above).

     In the event that the Company is the surviving corporation 

in a merger with an Acquiring Person and its Common Stock is not

changed or exchanged, or an Acquiring Person becomes the





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beneficial owner of more than 30% of the then outstanding shares

of Common Stock, proper provision will be made so that each  

holder of a Right will thereafter have the right to receive, upon

the exercise thereof at the then current Purchase Price, a number

of shares of Common Stock which at the time of such transaction 

would have a market value of two times such Purchase Price except

that, notwithstanding the foregoing, no Right may be exercised 

for Common Stock of the Company until the rights have become non-

redeemable, as described below.  In the event that, any time

following the Distribution Date, the Company is acquired in a

merger or other business combination transaction or 50% or more 

of its assets or earning power is sold, proper provision will be 

made so that each holder of a Right will thereafter have the 

right to receive, upon the exercise thereof at the then current 

Purchase Price, a number of shares of common stock of the 

acquiring company which at the time of such transaction would 

have a market value of two times such Purchase Price.  Any of the

events described in this paragraph is defined as a "Triggering 

Event."   Following the occurrence of any of the above-mentioned 

Triggering Events, any Rights that are or were beneficially owned

by the Acquiring Person will be null and void.








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     With certain exceptions, no adjustment in the Purchase Price

will be required until cumulative adjustments require an

adjustment of at least 1% in such Purchase Price.  The Company is

not required to issue fractional shares of Preferred Stock 

(except fractions that are integral multiples of one-hundredth of

a share of Preferred Stock), and in lieu thereof the Company may 

make an adjustment in cash based on the market price of the 

Preferred Stock on the last trading date prior to the date of 

exercise.

     At any time until the earlier of (i) the tenth business day

following the Stock Acquisition Date or (ii) the Final Expiration

Date, the Company may redeem the Rights in whole, but not in 

part, at a price of $.01 per Right (the "Redemption Price"). 

Immediately upon the action of the Board of Directors of the

Company ordering redemption of the Rights, the right to exercise

Rights will terminate and the only right of the holders of Rights

will be to receive the Redemption Price.

     Until a Right is exercised, the holder thereof, as such, 

will have no rights as a stockholder of the Company, including, 

without limitation, the right to vote or to receive dividends.

     The terms of the Rights may be amended in certain respects 

by the Board of Directors of the Company.







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     Each outstanding share of Common Stock on the close of

business on December 27, 1995 received one Right, and the Company

issued one Right for each share of Common Stock issued after the

Record Date so that all such shares had attached Rights.  On

September 12, 1996, the Company will split each outstanding share

of Common Stock on a two for one basis.  Under the terms of the

Rights Agreement, the stock split will cause an adjustment to the

allocation of the Rights so that each outstanding share of Common

Stock, and each share of Common Stock issued after the record 

date of the stock split and prior to the Distribution Date, will

receive one-half of a Right.  The stock split causes no other

changes in the Rights.  4,000,000 shares of Preferred Stock have

been reserved for issuance upon exercise of the Rights.

     The Rights have certain anti-takeover effects.  The Rights

will cause substantial dilution to a person or group that 

attempts to acquire the Company without conditioning the offer on

a substantial number of Rights being acquired.  The Rights should

not interfere with any merger or other business combination

approved by the Board of Directors of the Company since the Board

of Directors may, at its option, at any time prior to the close 

of business on the earlier of (i) the tenth business day 

following the Stock Acquisition Date or (ii) the Final Expiration







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Date, redeem all but not less than all the then outstanding 

Rights at the Redemption Price.

     The form of Rights Agreement between the Company and the

Rights Agent specifying the terms of the Rights, which includes 

as Exhibit A the form of Right Certificate, is incorporated 

herein by reference.  The foregoing description of the Rights 

does not purport to be complete and is qualified in its entirety 

by reference to such Exhibit.


Item 2.        Exhibits.
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          (1) Form of Rights Agreement, dated as of October 26, 
              1994 between Anheuser-Busch Companies, Inc. and
              Boatmen's Trust Company which includes as Exhibit A 
              the Form of Right Certificate (incorporated by
              reference to Exhibit 4 to Form 8-K of Anheuser- 
              Busch Companies, Inc. filed November 7, 1994).


                                 SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities

Exchange Act of 1934, the registrant has duly caused this

registration statement to be signed on its behalf by the

undersigned, thereto duly authorized.

                    ANHEUSER-BUSCH COMPANIES, INC.




                    /s/JoBeth G. Brown
                    ---------------------------------
                    JoBeth G. Brown
                    Vice President and Secretary


Date:  August 30, 1996

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