SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  Form 8-K

                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) April 27, 2005


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

           Delaware                      1-7823                 43-1162835
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(State or other jurisdiction           (Commission            (IRS Employer
       of incorporation)               File Number)        Identification No.)

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

      Registrant's telephone number, including area code: 314-577-2000
                                                          ------------


                                    NONE
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        (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the obligation of the registrant under any of the
following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))



Item 1.01         Entry into a Material Definitive Agreement

         At the Anheuser-Busch Companies, Inc. (the "Company") 2005 Annual
Meeting of Stockholders, which occurred on April 27, 2005, the stockholders
of the Company reapproved the Anheuser-Busch Officer Bonus Plan (the
"Plan"), with the amendments described below, to be effective immediately.
The Plan was filed as Appendix B to the Company's proxy statement related to
such meeting, listed as Exhibit 10.13 to the Company's Form 10-K for the
year ended December 31, 2004, and is incorporated herein by reference. The
stockholders of the Company approved the following changes to the Plan:

         1.       Increased the individual annual maximum from $4 million to
                  $6 million;

         2.       Defined Eligible Employees of the Plan as members of the
                  Company's Strategy Committee and Officers of
                  Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. to
                  accurately describe the employees who participate in the
                  Plan; and

         3.       Amended the bonus criteria to add Total Shareholder
                  Return, Return on Capital Employed (previously Return on
                  Assets), and Pre-tax Income (previously Earnings).

         The stockholders of the Company also reapproved the Anheuser-Busch
Companies, Inc. 1998 Incentive Stock Plan with the amendments described
below (the "1998 Plan") to be effective immediately. A copy of the 1998 Plan
was filed as Appendix C to the Company's proxy statement related to such
meeting, listed as Exhibit 10.5 to the Company's Form 10-K for the year
ended December 31, 2004, and is incorporated herein by reference. The 1998
Plan was amended to: (i) provide for an increase of 32 million shares which
may be issued pursuant to awards under the 1998 Plan, (ii) require
stockholder approval of any material revision to the 1998 Plan as required
by applicable New York Stock Exchange ("NYSE") requirements, and (iii)
require the establishment by the Compensation Committee of Performance Goals
such that the recognition of any income relating to performance-based
Restricted Stock held by a "Covered Employee" (as defined in Section 162(m)
of the Internal Revenue Code) will qualify as "performance-based
compensation" (as defined in Section 162(m) of the Internal Revenue Code).
The forms of the stock option cover sheet and agreements for executive
officers of the Company are filed as Exhibits 10.1 and 10.2 to the Company's
Form 10-Q for the quarter ended September 30, 2004, and are incorporated
herein by reference.

Item 9.01          Financial Statements and Exhibits

     (a) - (b) Not Applicable
     (c) Exhibits.



     10.5         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). (Incorporated
                  by reference to Appendix C to the Definitive Proxy
                  Statement for Annual Meeting of the Stockholders on April
                  27, 2005).

     10.13        Anheuser-Busch Officer Bonus Plan (as amended on April 26,
                  2000 and April 27, 2005). (Incorporated by reference to
                  Appendix B to the Definitive Proxy Statement for Annual
                  Meeting of Stockholders on April 27, 2005).

     10.21        Form of Incentive Stock Option Cover Sheet and Standard
                  Incentive Stock Option Agreement under the Anheuser-Busch
                  Companies, Inc. 1998 Incentive Stock Plan for executive
                  officers of Anheuser-Busch Companies, Inc. (Incorporated
                  by reference to Exhibit 10.1 of the Company's Form 10-Q
                  for the quarter ended September 31, 2004).

     10.22        Form of Non-Qualified Stock Option Cover Sheet and
                  Standard Non-Qualified Stock Option Agreement under the
                  Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan
                  for executive officers of Anheuser-Busch Companies, Inc.
                  (Incorporated by reference to Exhibit 10.2 of the
                  Company's Form 10-Q for the quarter ended September 30,
                  2004).



                                 SIGNATURES
                                 ----------

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                              ANHEUSER-BUSCH COMPANIES, INC.
                              (Registrant)



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

April 28, 2005
    (Date)

                                EXHIBIT INDEX
                                -------------

Exhibit No.       Description
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     10.5         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). (Incorporated
                  by reference to Appendix C to the Definitive Proxy
                  Statement for Annual Meeting of the Stockholders on April
                  27, 2005).

     10.13        Anheuser-Busch Officer Bonus Plan (as amended on April 26,
                  2000 and April 27, 2005). (Incorporated by reference to
                  Appendix B to the Definitive Proxy Statement for Annual
                  Meeting of Stockholders on April 27, 2005).

     10.21        Form of Incentive Stock Option Cover Sheet and Standard
                  Incentive Stock Option Agreement under the Anheuser-Busch
                  Companies, Inc. 1998 Incentive Stock Plan for executive
                  officers of Anheuser-Busch Companies, Inc. (Incorporated
                  by reference to Exhibit 10.1 of the Company's Form 10-Q
                  for the quarter ended September 31, 2004).

     10.22        Form of Non-Qualified Stock Option Cover Sheet and
                  Standard Non-Qualified Stock Option Agreement under the
                  Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan
                  for executive officers of Anheuser-Busch Companies, Inc.
                  (Incorporated by reference to Exhibit 10.2 of the
                  Company's Form 10-Q for the quarter ended September 30,
                  2004).