S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2004

Registration Statement No. 33-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 of Incorporation or Organization)	(IRS Employer Identification No.)

One Busch Place

St. Louis, Missouri 63118

(Address of Principal Executive Offices)

Anheuser-Busch Deferred Income Stock Purchase and Savings 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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share*	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $1.00 per share, including preferred stock purchase rights	15,000,000 Shares	$51.77	$776,550,000	$98,388.89

* Estimated solely for purposes of calculating the registration fee. In accordance with Rule 457(h)(1), the proposed offering price of shares was based on the average of the high and low prices reported on the New York Stock Exchange on March 19, 2004.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

PART I

The Section 10(a) prospectus relating to the Plan is omitted from this Registration Statement pursuant to the Note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

CERTAIN FINANCIAL INFORMATION

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.

(b) The Form 10-K/A (Amendment 2) of the Registrant for the year ended December 31, 2002 containing the financial statements of the Plan for the year ended March 31, 2003.

(c) The descriptions of the Registrant’s shares of common stock, including the preferred stock purchase rights relating thereto, contained in the Registrant’s registration statements filed under the Securities Exchange Act of 1934, File No. 1-7823, including any amendment or report filed for the purpose of updating such descriptions.

All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents (but this shall not include any document that is merely furnished to the Securities and Exchange Commission).

Item 4. Description of Securities.

The Registrant’s common stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel.

The financial statements incorporated in this Registration Statement pursuant to Item 3 have been so incorporated in reliance of the report of PricewaterhouseCoopers, LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Thomas Larson, Esq., Associate General Counsel of the Registrant, has passed upon the legality of the shares offered under this registration statement.

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Mark Voelpel, Esq., Associate General Counsel of the Registrant, has passed upon the compliance of certain amendments of the Plan with ERISA.

Item 6. Indemnification of Directors and Officers.

The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

The Registrant’s Restated Certificate of Incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant (or was serving at the request of the Registrant as a director, officer, employee or agent for another entity) while serving in such capacity will be indemnified and held harmless by the Registrant to the full extent authorized or permitted by Delaware law. The Restated Certificate also provides that the Registrant may purchase and maintain insurance and may also create a trust fund, grant a security interest and/or use other means (including establishing letters of credit, surety bonds and other similar arrangements), and may enter into contracts providing for indemnification, to ensure full payment of indemnifiable amounts.

The Registrant has entered into indemnification agreements with its directors and its executive officers.

Item 7. Exemptions from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel of the Registrant, concerning the legality of the shares of common stock being registered hereunder.

5.2 Internal Revenue Service Determination Letter dated November 29, 2001.

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5.3 Opinion and Consent of Mark Voelpel, Associate General Counsel of the Registrant, concerning the compliance of the Plan with the requirements of ERISA.

23 Consent of Independent Accountants

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

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on March 24, 2004.

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

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

		Title	Date
PATRICK T. STOKES Patrick T. Stokes	*	President and Chief Executive Officer and Director (Principal Executive Officer)	March 24, 2004
W. RANDOLPH BAKER W. Randolph Baker	*	Vice President President and Chief Financial Officer (Principal Financial Officer)	March 24, 2004
JOHN F. KELLY John F. Kelly	*	Vice President and Controller (Principal Accounting Officer)	March 24, 2004
AUGUST A. BUSCH III August A. Busch III	*	Chairman of the Board and Director	March 24, 2004
CARLOS FERNANDEZ G. Carlos Fernandez G.	*	Director	March 24, 2004
JAMES J. FORESE James J. Forese	*	Director	March 24, 2004
JOHN E. JACOB John E. Jacob	*	Director	March 24, 2004
JAMES R. JONES James R. Jones	*	Director	March 24, 2004
CHARLES F. KNIGHT Charles F. Knight	*	Director
VERNON R. LOUCKS, JR. Vernon R. Loucks, Jr.	*	Director	March 24, 2004
VILMA S. MARTINEZ Vilma S. Martinez	*	Director	March 24, 2004

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WILLIAM PORTER PAYNE William Porter Payne	*	Director	March 24, 2004
JOYCE M. ROCHÉ Joyce M. Roché	*	Director	March 24, 2004
HENRY HUGH SHELTON Henry Hugh Shelton	*	Director	March 24, 2004
ANDREW C. TAYLOR Andrew C. Taylor	*	Director	March 24, 2004
DOUGLAS A. WARNER III Douglas A. Warner III	*	Director
EDWARD E. WHITACRE, JR. Edward E. Whitacre, Jr.	*	Director	March 24, 2004

* By:	/s/    JoBeth G. Brown
	JoBeth G. Brown         Attorney-in-Fact

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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) of the Plan have duly caused this registration statement to be signed by the undersigned thereunto duly authorized in the City of St. Louis, State of Missouri on March 24, 2004.

ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
By: ANHEUSER-BUSCH COMPANIES, INC., as Plan Administrator
By:	/s/    John T. Farrell
	Vice President, Employee Benefits

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EXHIBIT INDEX

5.1 Opinion and consent of Thomas Larson, Esq., Associate General Counsel of the Registrant, concerning the legality of the shares of common stock being registered hereunder.

5.2 Internal Revenue Service Determination Letter dated November 29, 2001.

5.3 Opinion and consent of Mark Voelpel, Associate General Counsel of Registrant, concerning the compliance of the Plan with the requirements of ERISA.

23 Consent of Independent Accountants.

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

EX-5.1

EXHIBIT 5.1

March 24, 2004

Anheuser-Busch Companies, Inc.

One Busch Place

St. Louis, Missouri 63118

Re: Registration Statement on Form S-8 Relating to 15,000,000 shares of Common Stock, Par Value $1.00 Per Share, To Be Issued Pursuant to Anheuser-Busch Deferred Income Stock Purchase and Savings Plan

Gentlemen:

I am an Associate General Counsel of Anheuser-Busch Companies, Inc. (the “Company”) and have represented the Company in connection with the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the “Plan”). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion letter, and based thereupon I am of the opinion that:

(1) The shares of common stock that may be issued pursuant to the Plan will be, when issued in accordance with the Plan, duly authorized, validly issued, fully paid and nonassessable.

(2) The participations in the Plan to be extended to participants in the Plan will be, when extended in accordance with the Plan, validly issued.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the registration statement on Form S-8 filed by the Company to effect registration of the common stock under the Securities Act of 1933 and to the reference to me under the caption “Interests of Named Experts and Counsel” therein.

Very truly yours,

/s/ THOMAS LARSON

Thomas Larson

Associate General Counsel

EX-5.2

EXHIBIT 5.2

INTERNAL REVENUE SERVICE		DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
		Employer Identification Number:
Date: November 29, 2001		43-1162835
		DLN:
ANHEUSER-BUSCH COMPANIES, INC.		17007221012001
C/O MARK S. VOELPEL		Person to Contact:
ONE BUSCH PLACE		Brian Hohler ID# 11205
ST. LOUIS, MO 63118-1852		Contact Telephone Number:
		(877) 829-5500
	Plan Name:
		ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
	PLAN NUMBER: 059

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination also applies to the proposed amendments dated November 26, 2001.

This determination letter is applicable for the amendment(s) executed on April 12, 1995.

This determination letter is also applicable for the amendment(s) dated on February 23, 1996.

This plan is an employee stock ownership plan with a cash or deferred arrangement described Code section 401(k).

This plan satisfies the requirements of Code section 4975(e)(7).

Based on the information supplied, we have determined that your plan meets the requirements of section 401(k) of the Internal Revenue Code.

This determination letter considers the information submitted in your letter dated November 9, 2001.

This letter considers the changes in qualification requirements made by the Uruguay Round Agreements Act. Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554.

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD Card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/ PAUL T. SCHULTZ

Paul T. Schultz

Director,

Employee Plans Rulings & Agreements

Enclosures

Publication 794

Addendum

This determination is conditioned upon your adoption of the proposed restated plan as submitted with your or your representative’s letter dated November 21, 2001. The proposed plan should be adopted on or before the date prescribed by the regulations under Code section 401(b).

This determination letter also applies to the amendments dated March 25, 1997; October 4, 1996; May 1, 1998; June 1, 1998; April 1, 1999; December 13, 1999; July 28, 2000; February 23, 2001; March 27, 2001; July 31, 2001 and August 2, 2001.

EX-5.3

EXHIBIT 5.3

March 24, 2004

Anheuser-Busch Companies, Inc.

One Busch Place

St. Louis, Missouri 63118

Re: Registration Statement on Form S-8 Relating to 15,000,000 shares of Common Stock, Par Value $1.00 Per Share, To Be Issued Pursuant to Anheuser-Busch Deferred Income Stock Purchase and Savings Plan

Gentlemen:

I am an Associate General Counsel of Anheuser-Busch Companies, Inc. (the “Company”) and represent the Company in connection with the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the “Plan”). The Plan has been amended by means of two amendments, one dated March 25, 2002 and one dated November 11, 2003. I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion letter, and based thereupon I am of the opinion that the amendments are in compliance with the requirements of ERISA and the Internal Revenue Code.

I hereby consent to the filing of this opinion letter as Exhibit 5.3 to the registration statement on Form S-8 filed by the Company to effect registration of the common stock under the Securities Act of 1933 and to the reference to me under the caption “Interests of Named Experts and Counsel” therein.

Very truly yours,

/s/ MARK S. VOELPEL

Mark S. Voelpel

Associate General Counsel

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Anheuser-Busch Companies, Inc. of our report dated February 2, 2004 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated by reference in Anheuser-Busch’s Annual Report on Form 10-K for the year ended December 31, 2003. We also consent to the incorporation by reference of our report dated February 2, 2004 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated July 18, 2003 relating to the financial statements of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan which appear in the Annual Report on Form 10-K (Amendment 2) of Anheuser-Busch Companies, Inc. for the year ended December 31, 2002. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

March 24, 2004

EX-24

EXHIBIT 24

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 W. Randolph Baker, JoBeth G. Brown and Patrick T. Stokes, 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 (i) proposed registration under said Act of 15,000,000 shares of common stock pursuant to a Registration Statement on Form S-8 to be transferred pursuant to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, 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 to be filed with the Securities and Exchange Commission in respect of the common stock, and to any amendments to said proposed Registration Statement and (ii) amendments to any existing Registration Statement on Form S-8 relating to shares of common stock to be transferred pursuant to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, this authorization to include the authority to sign the name of each of the undersigned in the capacities indicated below to the amendments.

IN WITNESS WHEREOF, each of the undersigned has executed a copy of this Power of Attorney as of March 24, 2004.

/s/ Patrick T. Stokes Patrick T. Stokes President and Chief Executive Officer and Director (Principal Executive Officer) /s/ John F. Kelly John F. Kelly Vice President and Controller (Principal Accounting Officer) /s/ Carlos Fernandez G. Carlos Fernandez G. Director /s/ John E. Jacob John E. Jacob Director /s/ Charles F. Knight Charles F. Knight Director /s/ Vilma S. Martinez Vilma S. Martinez Director /s/ W. Randolph Baker W. Randolph Baker Vice President and Chief Financial Officer (Principal Financial Officer) /s/ August A. Busch III August A. Busch III Director /s/ James J. Forese James J. Forese Director /s/ James R. Jones James R. Jones Director /s/ Vernon R. Loucks, Jr. Vernon R. Loucks, Jr. Director /s/ William Porter Payne William Porter Payne Director

/s/ Joyce M. Roche Joyce M. Roché Director /s/ Andrew C. Taylor Andrew C. Taylor Director /s/ Edward E. Whitacre, Jr. Edward E. Whitacre, Jr. Director /s/ Henry Hugh Shelton Henry Hugh Shelton Director /s/ Douglas A. Warner III Douglas A. Warner III Director