S-8 POS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                                 OCTOBER 3, 1995

Post-Effective Amendment No. 11 to Reg'n Statement No. 2-71762
_________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                              FORM S-8

                  POST-EFFECTIVE AMENDMENT No. 11 TO
                        REGISTRATION STATEMENT
                                Under
                     THE SECURITIES ACT OF 1933
                  _________________________________

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

           Delaware                           43-11628
 (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
               EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
                       (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)

Removing from registration the shares not yet issued or allocated
to participants and related plan interests, and supplying certain
exhibits.

_________________________________________________________________


The Anheuser-Busch Employee Stock Purchase and Savings Plan (the
"Plan") has been merged into another employee benefit plan of the
Registrant and, as a result, has been terminated.  In accordance
with the undertaking of the Registrant given pursuant to Item
512(a)(3) of Regulation S-K, the Registrant hereby:

(1) removes from registration the 851,413 shares of the
Registrant's common stock which presently are registered under
registration statement No. 2-71762, but which had not been issued
or allocated to the accounts of Plan participants at the time of
the merger and, because of the termination of the Plan, never
will be so issued or allocated;

(2) removes from registration all interests in the Plan related
to such unissued, unallocated shares; and 

(3) supplies certain exhibits described in Part II.


                             PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

Exhibit 23

Consent of Independent Accountants [previously filed
electronically as Exhibit 23 to Form 10-K, Annual Report, filed
by the Registrant for the year ended December 31, 1994; said
Exhibit 23 is incorporated in this post-effective amendment by
reference].

Exhibit 24.4

Power of Attorney executed by the Principal Accounting Officer of
the Registrant.

Exhibit 24.5

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


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 amendment to 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 15, 1995. 


                      ANHEUSER-BUSCH COMPANIES, INC.

                      By:     JOBETH G. BROWN
                             (JoBeth G. Brown, Secretary)

Pursuant to the requirements of the Securities Act of 1933, this
amendment to 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 15, 1995
(August A. Busch III)    and President and
                         Director (Principal
                         Executive Officer)

                               II-1

 Jerry E. Ritter*       Executive Vice         September 15, 1995
(Jerry E. Ritter)        President - Chief
                         Financial and
                         Administrative Officer
                         (Principal Financial
                         Officer)


 Gerald C. Thayer*      Vice President and     September 15, 1995
(Gerald C. Thayer)       Controller (Principal
                         Accounting Officer)

_________________________    Director
(Pablo Aramburuzabala O.)

_________________________    Director
(Andrew B. Craig III)

 Bernard A. Edison*          Director          September 15, 1995
(Bernard A. Edison)

 Peter M. Flanigan*          Director          September 15, 1995
(Peter M. Flanigan)

 John E. Jacob*              Director          September 15, 1995
(John E. Jacob)

 Charles F. Knight*          Director          September 15, 1995
(Charles F. Knight)

 Vernon R. Loucks, Jr.*      Director          September 15, 1995
(Vernon R. Loucks, Jr.)

 Vilma S. Martinez*          Director          September 15, 1995
(Vilma S. Martinez)

 Sybil C. Mobley*            Director          September 15, 1995
(Sybil C. Mobley)

 James B. Orthwein*          Director          September 15, 1995
(James B. Orthwein)

________________________     Director
(Andrew C. Taylor)



                               II-2

________________________     Director
(Douglas A. Warner III)

________________________     Director
(William H. Webster)

 Edward E. Whitacre, Jr.*    Director          September 15, 1995
(Edward E. Whitacre, Jr.)

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

      The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the administrative committee of the Plan has duly
caused this amendment to 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 15, 1995.

                        ANHEUSER-BUSCH EMPLOYEE
                    STOCK PURCHASE AND SAVINGS PLAN

     Signature                 Title                    Date


 Albert R. Wunderlich*   Committee Member      September 15, 1995
(Albert R. Wunderlich)

 William L. Rammes*      Committee Member      September 15, 1995
(William L. Rammes)

 JoBeth G. Brown*        Committee Member      September 15, 1995
(JoBeth G. Brown)

 Jacquelyn G. Johnson*   Committee Member      September 15, 1995
(Jacquelyn G. Johnson)

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


                               II-3

                         EXHIBIT INDEX


Exhibit 23

Consent of Independent Accountants [previously filed
electronically as Exhibit 23 to Form 10-K, Annual Report, filed
by the Registrant for the year ended December 31, 1994; said
Exhibit 23 is incorporated in this post-effective amendment by
reference].


Exhibit 24.4

Power of Attorney executed by the Principal Accounting Officer of
the Registrant.


Exhibit 24.5

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

Exhibits not incorporated by reference are filed electronically.





                               II-4

EX-24.4

                                                    Exhibit 24.4

                      POWER OF ATTORNEY

     The undersigned Vice President and Controller of
Anheuser-Busch Companies, Inc., a Delaware corporation (the
"Company"), hereby appoints August A. Busch III, Jerry E. Ritter,
and JoBeth G. Brown, and each of them acting singly, the true and
lawful agents and attorneys of the undersigned, with full power
of substitution, to do all things and to execute all instruments
which any of them may deem necessary or advisable to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with (a)
Registration Statement No. 2-71762 on Form S-8 of shares of the
common stock of the Company for issuance under Anheuser-Busch
Employee Stock Purchase and Savings Plan; (b) Registration
Statement No. 33-39715 on Form S-8 for 5,000,000 shares of the
common stock of the Company for issuance under the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan; (c) Registration
Statement No. 33-39714 on Form S-8 for 5,000,000 shares of the
common stock of the Company for issuance under the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan (For Employees
Covered by a Collective Bargaining Agreement); and (d)
Registration Statement No. 33-46846 on Form S-8 for 400,000
shares of common stock of the Company for issuance under the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Hourly Employees of Busch Entertainment Corporation); this
authorization to include the authority to sign the name of the
undersigned in the capacity indicated below to the said
Registration Statements to be filed with the Securities and
Exchange Commission in respect of said securities, and to any
amendments to said Registration Statements.

     IN WITNESS WHEREOF, the undersigned has executed a copy of
this Power of Attorney as of July 18, 1994.


                                      GERALD C. THAYER
                                      Gerald C. Thayer
                                Vice President and Controller
                                (Principal Accounting Officer)

EX-24.5

                                                    Exhibit 24.5

                          ANHEUSER-BUSCH
            EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN


                         POWER OF ATTORNEY

     The undersigned are the members of the last Administrative
Committee of the Anheuser-Busch Employee Stock Purchase and
Savings Plan (the "Plan") prior to the termination of the Plan
upon its merger into another employee benefit plan of
Anheuser-Busch Companies, Inc. (the "Company").  Each of the
undersigned hereby appoints August A. Busch III, Jerry E. Ritter
and JoBeth G. Brown, and each of them acting singly, the true and
lawful agents and attorneys of the undersigned, with full power
of substitution, to do all things and to execute all instruments
which any of them may deem necessary or advisable to enable the
Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
removal from registration of those shares of the Company's common
stock which were registered on Form S-8 under Registration
Statement No. 2-71762 but which, at the time of the termination
of the Plan, were unissued and unallocated to Plan participants;
this authorization to include the authority to sign the name of
each of the undersigned in the capacities indicated below to an
amendment to said Registration Statement to be filed with the
Securities and Exchange Commission in respect of said removal,
and to any other amendments to said Registration Statement or any
other Registration Statements previously filed in connection with
said Plan.

     IN WITNESS WHEREOF, each of the undersigned has executed a
copy of this Power of Attorney as of September 15, 1995.



      ALBERT R. WUNDERLICH                   JOBETH G. BROWN
      Albert R. Wunderlich                   JoBeth G. Brown
        Committee Member                     Committee Member


       WILLIAM L. RAMMES                    JACQUELYN G. JOHNSON
       William L. Rammes                    Jacquelyn G. Johnson
       Committee Member                       Committee Member