S-8 POS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 2008

Registration Statement No. 333-124589          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

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
Vice President and Corporate Secretary
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118

(Name and Address of Agent for Service)

(314) 577-3314

Telephone Number, Including Area Code of Agent for Service

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o 

EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES

     On November 18, 2008, Anheuser-Busch Companies, Inc. (the “Company”) completed the previously announced transaction with InBev N.V./S.A. (“InBev”). All shares of the common stock of the Company are now held by a subsidiary of InBev. As a consequence, the Company has terminated all offerings of its securities under its existing registration statements, including this Registration Statement. This amendment is filed to deregister and remove all shares of common stock registered under this Registration Statement that remain unsold and untransferred.

TABLE OF CONTENTS

PART II
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-24.1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.           Exhibits.

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

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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to 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 November 25, 2008.

ANHEUSER-BUSCH COMPANIES, INC.
By:	/s/ JoBeth G. Brown
	JoBeth G. Brown
	Vice President and Corporate Secretary

	Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to this registration statement has been
signed below by the following persons in the capacities and on the dates indicated:

	Title	Date
/s/ DAVID PEACOCK *	President and Director	November 25, 2008
David Peacock	(Principal Executive Officer)
/s/ DAVID ALMEIDA *	Vice President, Finance	November 25, 2008
David Almeida	(Principal Financial Officer)
/s/ JOHN F. KELLY *	Vice President and Controller	November 25, 2008
John F. Kelly	(Principal Accounting Officer)
/s/ GARY RUTLEDGE *	Director	November 25, 2008
Gary Rutledge

*By:	/s/ Thomas Larson
	Thomas Larson
	Attorney-in-Fact

EXHIBIT INDEX

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

EX-24.1

EXHIBIT 24.1

ANHEUSER-BUSCH COMPANIES, INC.
POWER OF ATTORNEY

     Each of the undersigned directors and officers of Anheuser-Busch Companies, Inc., a Delaware corporation (the “Company”), hereby appoints Gary Rutledge and Thomas Larson 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 deregistration of all shares of common stock registered and unsold pursuant to Registration Statement No. 333-124589; this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the said proposed Registration Statement and to any amendments to said Registration Statement.

     IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of November 25, 2008.

/s/DAVID PEACOCK	/s/DAVID ALMEIDA
David Peacock	David Almeida
President and Director	Vice President, Finance
(Principal Executive Officer)	(Principal Financial Officer)
/s/JOHN F. KELLY
John F. Kelly
Vice President and Controller
(Principal Accounting Officer)
/s/GARY RUTLEDGE
Gary Rutledge
Director