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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13

OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER 1-7823
DECEMBER 31, 1993

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ANHEUSER-BUSCH COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK-$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
8 5/8% SINKING FUND DEBENTURES, DUE DECEMBER 1, 2016 NEW YORK STOCK EXCHANGE


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No __.

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.

$13,033,120,000 AS OF FEBRUARY 28, 1994

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

$1 PAR VALUE COMMON STOCK 265,804,242 SHARES AS OF MARCH 8, 1994


DOCUMENTS INCORPORATED BY REFERENCE



Portions of Annual Report to Shareholders for the Year ended December 31, 1993.... PART I, PART II, and PART IV

Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April
27, 1994......................................................................... PART I and PART III


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PART I

ITEM 1. BUSINESS

Anheuser-Busch Companies, Inc. (the "Company") is a Delaware
corporation that was organized in 1979 as the holding company parent of
Anheuser-Busch, Incorporated ("ABI"), a Missouri corporation whose
origins date back to 1875. In addition to ABI, which is the world's
largest brewer of beer, the Company is also the parent corporation to a
number of subsidiaries that conduct various other business operations,
including those related to the brewing of beer, the manufacture of
metal beverage containers, the recycling of metal and glass beverage
containers, the production and sale of food and food-related products,
and the operation of theme parks.

Financial information with respect to the Company's business segments
appears in financial statement note 15, "Business Segments," on page 57
of the 1993 Annual Report to Shareholders, which note hereby is
incorporated by reference.

BEER AND BEER-RELATED OPERATIONS

The Company's principal product is beer, produced and distributed by
its subsidiary, ABI, in a variety of containers primarily under the
brand names Budweiser, Bud Light, Bud Dry Draft, Michelob, Michelob
Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft
Light, Michelob Classic Dark, Busch, Busch Light, Natural Light,
Natural Pilsner, King Cobra, and O'Doul's (a non-alcoholic malt
beverage). Additionally, ABI imports Carlsberg and Carlsberg Light
beers and Elephant Malt Liquor in U.S. markets as part of an agreement
with the Denmark based Carlsberg A/S (formerly United Breweries, Ltd.),
brewer of the brands. A new brand, Ice Draft from Budweiser, was
introduced in the fourth quarter of 1993.

Sales of beer by the Company aggregated 87.3 million barrels in 1993
as compared with 86.8 million barrels in 1992 and accounted for
approximately 66% of consolidated net sales dollars in 1993. In 1992
and 1991 the percentage was 67%.

Budweiser, Bud Light, Bud Dry Draft, Ice Draft from Budweiser,
Michelob, Michelob Light, Michelob Dry, Michelob Golden Draft, Michelob
Golden Draft Light, Michelob Classic Dark, Busch, Busch Light, Natural
Light, Carlsberg, Elephant Malt Liquor, and O'Doul's are sold in both
draught and packaged form. Natural Pilsner, King Cobra, and Carlsberg
Light are sold only in packaged form. Budweiser, Bud Light, Bud Dry
Draft, Ice Draft from Budweiser, Michelob, Michelob Light, Michelob
Dry, Michelob Classic Dark, Natural Light, and O'Doul's are distributed
and sold on a nationwide basis. Busch and Busch Light are distributed
in 46 states, Natural Pilsner in 6 states, and King Cobra is
distributed in 45 states. Michelob Golden Draft and Michelob Golden
Draft Light are sold in 13 states. ABI's imported beer, Carlsberg is
distributed in 45 states, Carlsberg Light in 28 states, and Elephant
Malt Liquor is distributed in 38 states.

Normally, due to the seasonality of the industry, sales of ABI's
beers are at their lowest volume level in the first and fourth quarters
of each year and at their highest in the second and third quarters. In
1993 the barrels sold in the lowest quarter (first quarter) differed by
almost 19% from the barrels sold in the highest quarter (third
quarter). ABI's 1994 quarterly sales to wholesalers volume growth is
not expected to follow a consistent pattern; first quarter shipments in
1994 increased more significantly due to the roll-out of Ice Draft from
Budweiser and higher planned inventory levels.

ABI has developed a system of thirteen breweries, strategically
located across the country, to economically serve its distribution
system. (See Item 2 of Part I-Properties.) A major modernization of the
St. Louis brewery is continuing. The thirteenth brewery, located near
Cartersville, Georgia, began operation in the second quarter of 1993.
ABI utilizes wholesaler and ABI owned branch warehouses to build
inventory in early spring to support peak summer sales. By using
controlled environment warehouses and stringent inventory monitoring
policies, the quality and freshness of the product are protected, while
maximizing the utilization of production facilities throughout the
entire year.

During 1993 approximately 96% of the beer sold by ABI, measured in
barrels, reached retail channels through approximately 900 independent
wholesalers. ABI utilizes its regional vice presidents, sales
directors, key account and retail sales managers, as well as certain
other field sales personnel, to provide merchandising and sales
assistance to its wholesalers. In addition, ABI provides national and
local media advertising, point-of-sale advertising, and sales
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promotion programs to help stimulate sales. The remainder of ABI's
domestic beer sales in 1993 were made through ten ABI owned and
operated branches, which perform similar sales, merchandising, and
delivery services as wholesalers in their respective areas.

There are over 100 companies engaged in the highly competitive
brewing industry in the United States. ABI's domestic beers are
distributed and sold in competition with other nationally distributed
beers, with locally and regionally distributed beers and, to a lesser
extent, with imported beers. Although the methods of competition in the
industry vary widely among industry members and among states due to
differences in applicable state laws, the principal methods of
competition are the quality, taste and freshness of the products,
packaging, price, advertising including television, radio,
sponsorships, billboards, stadium signs, and print media, point-of-sale
materials and service to retail customers including the replacement of
over-age products with fresh products at no cost to the retailer. ABI's
beers compete in different price categories. Although all brands
compete against the total market, Budweiser, Bud Light, Bud Dry Draft,
Ice Draft from Budweiser, Michelob Golden Draft, and Michelob Golden
Draft Light compete primarily with premium priced beers. Michelob,
Michelob Light, Michelob Dry, and Michelob Classic Dark compete
primarily with super-premium priced beers. Busch, Busch Light, Natural
Light, and Natural Pilsner compete with the sub-premium or popular
priced beers. King Cobra competes against other brands in the malt
liquor segment. Carlsberg, Carlsberg Light beers, and Elephant Malt
Liquor compete primarily with imported malt beverages. O'Doul's
competes in the premium priced non-alcoholic malt beverage category.
Since 1957, ABI has led the United States brewing industry in total
sales volume. In 1993 its sales exceeded those of its nearest
competitor by over 44 million barrels and constituted approximately
44.3% of industry sales volume, including imports and non-alcohol malt
beverage sales. Major competitors in the United States brewing industry
during 1993 included Philip Morris, Inc. (through its subsidiary Miller
Brewing Co.), Adolph Coors Co., Stroh Brewery Co., and G. Heileman
Brewing Co.

Through various subsidiaries, the Company is involved in a number of
beer-related operations. Anheuser-Busch International, Inc. ("ABII"), a
wholly-owned subsidiary of the Company, negotiates and administers
licensed brewing contracts on behalf of ABI with various foreign
brewers. The Labatt Brewing Company Limited ("Labatt") brews Budweiser
and Bud Light for sale in Canada. ABI, through ABII, participates in a
joint venture in Japan, Budweiser Japan Company, Ltd., of which the
Company is a 90% shareholder, with Kirin Brewery Company, Ltd. for
production, distribution and sale of Budweiser. Through Anheuser-Busch
European Trade Limited ("ABET"), an indirect, wholly-owned subsidiary
of the Company, ABI's beer brands are sold, marketed and distributed in
nineteen European countries. In the United Kingdom (U.K.), ABET has
full control of sales, marketing and distribution for the Budweiser and
Michelob brands to both the on- and off-trade sectors. Budweiser for
the U.K. market is brewed under the terms of a contract brewing
agreement with Courage Ltd., with Michelob imported by ABII. Guinness
Ireland, Ltd. markets and brews Budweiser under license for sale in The
Republic of Ireland. Oriental Brewery Ltd. brews Budweiser under
license for sale in the Republic of Korea. ABI's beer products are also
being sold under import-distribution agreements in more than 60
countries and U.S. territories and to the U.S. military and diplomatic
corps outside the continental United States. ABII also oversees the
Company's 17.7% equity investment in Mexico's largest brewer, Grupo
Modelo, S.A. de C.V. and its subsidiaries, and the Company's 5%
interest in Tsingtao Brewery Company Limited, China's largest brewer.
Both of these investments occurred in 1993.

The Company's wholly-owned subsidiary, Metal Container Corporation
("MCC"), manufactures beverage cans at eight plants and beverage can
lids at three plants for sale to ABI and to soft drink and export
customers. (See Item 2 of Part 1-Properties). MCC's eighth can plant
located in Rome, Georgia began operation in the fourth quarter of 1993.
Construction is in progress on a can plant in Mira Loma, California,
which is scheduled to begin production in 1995. The Mira Loma can plant
will replace MCC's can plant in Carson, California. Another wholly-
owned subsidiary of the Company, Anheuser-Busch Recycling Corporation
("ABRC"), recycles non-refillable cans and bottles and operates
refillable bottle sorting facilities in Marion, Ohio and Nashua, New
Hampshire; ABRC's facilities in Union City, California, Cocoa, Florida,
and Charlotte, North Carolina recycle aluminum beverage cans and its
facility in Bridgeport, New Jersey recycles glass containers from
curbside collections from municipal systems in Pennsylvania and New
Jersey.

The Company's wholly-owned subsidiary, Busch Agricultural Resources,
Inc. ("BARI"), operates rice drying, milling and research facilities in
Arkansas and California, twelve grain elevators in the western and
midwestern United States, barley seed processing plants in Moorhead,
Minnesota, Fairfield, Montana, Idaho Falls, Idaho, and Powell, Wyoming,
a barley research facility in Colorado, and a wild rice processing
facility in Minnesota. Through
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wholly-owned subsidiaries, BARI operates land application farms in
Jacksonville, Florida, Robersonville, North Carolina, Fayetteville,
Tennessee, and Fort Collins, Colorado, hop farms in northern Idaho and
Germany, and an international office in Mar del Plata, Argentina. BARI
also owns malt plants in Manitowoc, Wisconsin, Moorhead, Minnesota, and
Idaho Falls, Idaho.

The Company has owned for several years a joint venture interest in
International Label Company. On December 31, 1993, the Company acquired
the remaining interest in the joint venture from Illochroma
International, S.A. The Company's wholly owned subsidiary, Precision
Printing and Packaging, Inc. ("Precision Printing") now conducts the
business previously conducted by International Label Company. Precision
Printing produces metalized and paper labels at its plant in
Clarksville, Tennessee and produces plain and printed folding cartons
at its plant in Paris, Texas.

Another wholly-owned subsidiary, Anheuser-Busch Investment Capital
Corporation, shares equity positions with qualified partners in ABI
independent wholesalerships and is currently invested in 21
wholesalerships.

Through other wholly-owned subsidiaries, the Company owns and
operates a marketing communications business (Busch Creative Services
Corporation) and a transportation service business (Manufacturers
Railway Co. and St. Louis Refrigerator Car Co.).

FOOD PRODUCTS

The Company's wholly-owned subsidiary, Campbell Taggart, Inc.
("CTI"), is a holding company whose operating subsidiaries are
principally involved in the production and distribution of baked goods,
refrigerated and frozen dough products, and edible oil products for
sale to retail and food service companies.

CTI's domestic bakery subsidiary operates a total of 41 bakeries; one
subsidiary operates three refrigerated dough plants, four cake, variety
bread and snack food plants, a cookie plant, a crouton plant, two
refrigerated salad dressing, snack dips and toppings manufacturing
plants; and one subsidiary operates a refrigerated warehouse in Puerto
Rico. CTI's domestic bakeries and manufacturing plants are located in
19 states. CTI affiliated European companies operate eight bakeries in
Spain, and one refrigerated dough plant in France, and distribute
salted snacks under the Eagle Snacks line in Spain.

The principal products of CTI's baking and refrigerated dough
operations are baked bread, rolls, snack cake and other sweet goods and
crackers, and refrigerated biscuits, rolls, and sweet goods. Baked
products are sold principally on a wholesale basis throughout the
southeast, midwest, and southwest United States (including parts of
California), and in Spain. Refrigerated dough products, most of which
are sold under private or controlled label agreements, are distributed
throughout the United States and in the European Economic Community
("EEC"). The majority of the domestic bakery products are sold under
the brand names Colonial, Rainbo, Kilpatrick's, Ironkids, Break Cake,
Grant's Farm, and Earth Grains. These sales are to grocers,
restaurants, and institutions, in areas generally within a range of 100
to 400 miles of the producing bakery, through a variety of distribution
systems. In the U.S., refrigerated dough product distribution is
principally by direct sales to large wholesale purchasers or through
independent brokers, for delivery by refrigerated tractor-trailer
units. In the EEC, selling is principally through contract packing
arrangements with other food companies. Certain products produced by
CTI's bakery subsidiary are also sold on a retail basis through bakery
stores operated by the CTI bakeries.

The bakeries compete with other wholesale bakeries, large grocery
chains that have vertically integrated and in-store bakeries, small
retail bakeries, and with many producers of alternative foods. The
baking business is, to a large extent, a localized business, and the
names and number of competitors vary from city to city. The
refrigerated dough division competes primarily with Pillsbury Co.
(owned by Grand Metropolitan (U.K.)), the other major company in that
industry, and its refrigerated dough product line competes with other
alternative foods. Due to the seasonality of the industry, sales of
CTI's food products were at their lowest level in the first quarter of
1993 and at their highest in the fourth quarter. Based upon aggregate
sales, the Company believes that CTI baking and refrigerated dough
subsidiaries collectively are the second largest producer of bread,
bread-type products, and refrigerated dough products in the United
States.

The Company's wholly-owned subsidiary, Eagle Snacks, Inc. ("ESI"),
produces and distributes (through ABI's beer distribution network,
independent wholesalers, and CTI) a line of salted snacks and nut items
under the Eagle Snacks and Cape Cod brand names. ESI products are
distributed nationally and in selected international markets. ESI
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operates a kettle-cooked chip manufacturing facility in Hyannis,
Massachusetts and snack food manufacturing plants in Robersonville,
North Carolina, Fayetteville, Tennessee, Visalia, California, and York,
Pennsylvania.

The food business is highly competitive. There is intense price,
product, and service competition with respect to all of the Company's
food products. Sales of the Company's food products accounted for
approximately 20% of consolidated net sales dollars in each of the last
three years.

FAMILY ENTERTAINMENT

The Company is active in the family entertainment field, primarily
through its wholly-owned subsidiary, Busch Entertainment Corporation
("BEC"), which owns, directly and through subsidiaries, ten theme
parks.

BEC operates Busch Gardens theme parks in Tampa, Florida and
Williamsburg, Virginia, and Sea World theme parks in Orlando, Florida,
San Antonio, Texas, Aurora, Ohio, and San Diego, California. BEC also
operates water park attractions in Tampa, Florida (Adventure Island)
and Williamsburg, Virginia (Water Country, U.S.A.), an educational play
park for children near Philadelphia, Pennsylvania (Sesame Place),
Cypress Gardens in Winter Haven, Florida, and the Baseball City Sports
Complex near Orlando, Florida. Due to the seasonality of the theme park
business, in 1993 BEC experienced higher revenues in the second and
third quarters and lower revenues in the first and fourth quarters.

Through a Spanish affiliate, the Company also holds a minority
interest in Grand Peninsula, S.A., which is constructing a theme park
and resort near Barcelona, Spain. The park is scheduled to open in
1995.

The Company is also active in the family entertainment field through
its ownership of the St. Louis National Baseball Club, Inc. (St. Louis
Cardinals). The Company faces competition in the family entertainment
field from other theme and amusement parks, public zoos, public parks,
sporting events and other family entertainment events and attractions.

Through its wholly-owned subsidiary, Busch Properties, Inc. ("BPI"),
the Company is engaged in the business of real estate development. BPI
also owns and operates a resort and conference center in Williamsburg,
Virginia (Kingsmill). Through another wholly-owned subsidiary, Civic
Center Corporation, the Company owns Busch Stadium and other properties
in downtown St. Louis.


SOURCES AND AVAILABILITY OF RAW MATERIALS

The products manufactured by the Company require a large volume of
various agricultural products, including barley for malt; hops, malt,
rice, and corn grits for beer; peanuts, cashews, vegetable oils, corn,
flour, and potatoes for the products of ESI; flours, sugars, and
vegetable oils for the bakery products of CTI's subsidiaries; and rice
for the rice milling and packaging operations of BARI. The Company
fulfills its commodities requirements through purchases from various
sources, including purchases from its subsidiaries, through contractual
arrangements, and through purchases on the open market. The Company
believes that adequate supplies of the aforementioned agricultural
products are available at the present time, but cannot predict future
availability or prices of such products and materials. The commodity
markets have experienced and will continue to experience major price
fluctuations. The price and supply of raw materials will be determined
by, among other factors, the level of crop production, weather
conditions, export demand, and government regulations and legislation
affecting agriculture.

ENERGY MATTERS

The Company uses natural gas, fuel oil, and coal as its primary fuel
materials. All of ABI's breweries can operate with either natural gas
or fuel oil. The St. Louis brewery has the additional capability to use
coal. Natural gas is the basic fuel used to fire the ovens in CTI's
bakeries, and gasoline and diesel fuel are used in the route trucks and
tractor-trailer units in distributing CTI's and ESI's products.
Supplies of fuels in quantities sufficient to meet ABI's, CTI's and
ESI's total requirements are expected to be available on a year-round
basis during 1994. In an effort to prepare against possible future
shortages, CTI and its subsidiaries have added standby propane systems
to provide an alternate source of oven fuel and have improved fuel
storage facilities in areas where it is believed most likely that
shortages could occur in the future. The supply of natural gas, fuel
oils and coal is normally covered by yearly contracts and no difficulty
has been experienced in entering into these contracts. The cost of
fuels used by ABI increased in 1993 and is expected to increase
slightly in 1994. The cost of boiler fuel utilized by CTI increased
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significantly in 1993 while the cost of road fuels was steady. The cost
of fuels utilized by CTI are expected to increase only moderately in
1994. Based upon information presently available, there can be no
assurance that adequate supplies of fuel will always be available to
the Company and, should such supplies not be available, the Company's
sales and earnings would be adversely affected.

BRAND NAMES AND TRADEMARKS

The Company's major brand names used in its principal business
segments are mentioned in the discussion above. The Company's major
trademarks used in its principal business segments are described under
the caption "Trademarks" on page 64 of the Company's 1993 Annual Report
to Shareholders, which description is incorporated herein by reference.
The Company regards consumer recognition of and loyalty to its brand
names and trademarks as being extremely important to the long-term
success of its principal business segments.

RESEARCH AND DEVELOPMENT

The Company is involved in a number of research activities relating
to the development of new products or services or the improvement of
existing products or services. The dollar amounts expended by the
Company during the past three years on such research activities and the
number of employees engaged full time therein during such period,
however, are not considered to be material in relation to the total
business of the Company.

ENVIRONMENTAL PROTECTION

All of the Company's plants are subject to federal, state, and local
environmental protection laws and regulations, and the Company is
operating within existing laws and regulations or is taking action
aimed at assuring compliance therewith. Various proactive strategies
are utilized to help assure this compliance. Compliance with such laws
and regulations is not expected to materially affect the Company's
capital expenditures, earnings, or competitive position. The Company
has devoted considerable effort to research and engineering of cost
effective innovative systems to minimize emission effects on the
environment. A significant portion of pollution control expenditures in
1993 and projected for 1994 was or will be justified on the basis of
cost reduction. Considerable efforts were directed toward the
development and implementation of innovative and economical solutions
to control emissions from our operating facilities.

These projects, coupled with an overall Company emphasis on improving
efficiencies and creating saleable by-products from residuals, have
generally resulted in low cost operating systems while reducing the
quantities of materials entering the air, water, and land environments.

ENVIRONMENTAL PACKAGING LAWS AND REGULATIONS

The states of California, Connecticut, Delaware, Florida, Iowa,
Maine, Massachusetts, Michigan, New York, Oregon, and Vermont, and a
small number of local jurisdictions, have adopted certain restrictive
packaging laws and regulations for beverages that generally require
deposits or advanced disposal fees on packages or restrict certain
packaging options. ABI continues to do business in these states and
local jurisdictions. Such laws have not had a significant effect on
ABI's sales, but have had a significant adverse impact on beer industry
growth and are considered by the Company to be inflationary, costly,
and inefficient for recycling packaging materials. Congress and a
number of additional states continue to consider similar legislation,
the adoption of which by Congress or a substantial number of states or
additional local jurisdictions might require the Company to incur
significant capital expenditures.

NUMBER OF EMPLOYEES

As of December 31, 1993, the Company had 43,345 employees.

Approximately 13,522 employees are represented by the International
Brotherhood of Teamsters. Nineteen other unions represent approximately
9,873 employees. ABI and the Brewery and Soft Drink Workers Conference
of the International Brotherhood of Teamsters, which represents the
majority of brewery workers, have tentatively agreed to a new labor
agreement, which will be presented to the union membership for a
ratification vote in late March, 1994. The current labor agreement which
was scheduled to expire on February 28, 1994, has been extended pending
the vote.

The Company considers its employee relations to be good.

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ITEM 2. PROPERTIES

ABI has thirteen breweries in operation at the present time, located
in St. Louis, Missouri; Newark, New Jersey; Los Angeles and Fairfield,
California; Jacksonville and Tampa, Florida; Houston, Texas; Columbus,
Ohio; Merrimack, New Hampshire; Williamsburg, Virginia; Baldwinsville,
New York; Fort Collins, Colorado; and Cartersville, Georgia. Title to
the Baldwinsville, New York brewery is held by the Onondaga County
Industrial Development Agency ("OCIDA") pursuant to a Sale and Agency
Agreement with ABI, which enabled OCIDA to issue tax exempt pollution
control and industrial development revenue notes and bonds to finance a
portion of the cost of the purchase and modification of the brewery.
The brewery is not pledged or mortgaged to secure any of the notes or
bonds, and the Sale and Agency Agreement with OCIDA gives ABI the
unconditional right to require at any time that title to the brewery be
transferred to ABI. ABI's breweries operated at approximately 94% of
capacity in 1993.

The Company, through wholly-owned subsidiaries, operates malt plants
in Manitowoc, Wisconsin, Moorhead, Minnesota and Idaho Falls, Idaho;
rice mills in Jonesboro, Arkansas and Woodland, California; a wild rice
processing facility in Clearbrook, Minnesota; can manufacturing plants
in Jacksonville, Florida, Columbus, Ohio, Arnold, Missouri, Windsor,
Colorado, Carson, California, Newburgh, New York, Ft. Atkinson,
Wisconsin, and Rome, Georgia; can lid manufacturing plants in
Gainesville, Florida, Oklahoma City, Oklahoma, and Riverside,
California; refillable bottle sorting facilities in Marion, Ohio and
Nashua, New Hampshire; and snack food production plants in
Robersonville, North Carolina, Hyannis, Massachusetts, Fayetteville,
Tennessee, Visalia, California, and York, Pennsylvania.

BEC operates its principal family entertainment facilities in Tampa,
Florida; Williamsburg, Virginia; San Diego, California; Aurora, Ohio;
Orlando, Florida; San Antonio, Texas; and Winter Haven, Florida. The
Tampa facility is 265 acres, Williamsburg is 364 acres, San Diego is
165 acres, Aurora is 90 acres, Orlando is 224 acres, San Antonio is 496
acres, and the Winter Haven facility is 223 acres.

The Company's wholly-owned subsidiary, CTI, through its domestic
subsidiaries, operates 41 bakeries and 11 manufacturing plants in 19
states. CTI's international subsidiaries own and operate eight bakeries
in Spain and a refrigerated dough manufacturing plant in France. CTI's
domestic bakeries operate at approximately 75% of capacity, which is
about average for the baking industry.

Except for the Baldwinsville brewery, the can manufacturing plants in
Carson, California and in Newburgh, New York, eleven CTI facilities,
one ESI plant, and the Sea World park in San Diego, California, all of
the Company's principal properties are owned in fee. The lease for the
land used by the Sea World park in San Diego, California expires in
2033. Title to eight CTI facilities is currently held by development
authorities for the jurisdictions in which the facilities are located
pursuant to Industrial Development Bonds; the remaining CTI facilities
are leased. The Company considers its buildings, improvements, and
equipment to be well maintained and in good condition, irrespective of
dates of initial construction, and adequate to meet the operating
demands placed upon them. The production capacity of each of the
manufacturing facilities is adequate for current needs and, except as
described above, substantially all of each facility's capacity is
utilized.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending or threatened litigation,
the outcome of which would be expected to have a material adverse
effect upon its financial condition or its operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the fourth
quarter ended December 31, 1993.

EXECUTIVE OFFICERS OF THE REGISTRANT

AUGUST A. BUSCH III (age 56) is presently Chairman of the Board and
President, and Director of the Company and has served in such
capacities since 1977, 1974, and 1963, respectively. Since 1979 he has
also served as Chairman of the Board and Chief Executive Officer of the
Company's subsidiary, Anheuser-Busch, Incorporated. During the past
five years he also served as President of that subsidiary (1987-1990).

JERRY E. RITTER (age 59) is presently Executive Vice President-Chief
Financial and Administrative Officer of the Company and was appointed
to serve in such capacity in 1990. He is also Vice President-Finance of
the
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Company's subsidiary, Anheuser-Busch, Incorporated, and has served in
such capacity since 1982. During the past five years he also served as
Vice President and Group Executive of the Company (1984-1990).

MICHAEL J. ROARTY (age 65) is presently Executive Vice President-
Corporate Marketing and Communications of the Company and was appointed
to serve in such capacity in 1990. He is also presently Chairman of the
Board of the Company's subsidiary, Busch Media Group, Inc., and
Chairman of the Board and Chief Executive Officer of the Company's
subsidiary, Busch Creative Services Corporation, and was appointed to
serve in each such capacity in 1990. During the past five years he also
served as Vice President of the Company (1988-1990) and Executive Vice
President-Marketing of the Company's subsidiary, Anheuser-Busch,
Incorporated (1983-1990). Mr. Roarty has elected to retire from his
positions with the Company and its subsidiaries in September 1994.
Details of Mr. Roarty's retirement are set forth on page 18 in the
Company's Proxy Statement for the Annual Meeting of Shareholders on
April 27, 1994.

PATRICK T. STOKES (age 51) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1981. He
is also presently President of the Company's subsidiary, Anheuser-
Busch, Incorporated, and was appointed to serve in such capacity in
1990. During the past five years he also served as Chairman of the
Board and Chief Executive Officer of the Company's subsidiary, Campbell
Taggart, Inc. (1985-1990) and Chairman of the Board and President of
the Company's subsidiary, Eagle Snacks, Inc. (1987-1990).

BARRY H. BERACHA (age 52) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1976. He
is also presently Chairman of the Board and Chief Executive Officer of
the Company's subsidiary, Campbell Taggart, Inc. and has served in such
capacity since September 1993. He is also Chairman of the Board of the
Company's subsidiary, Metal Container Corporation and has served in
such capacity since 1976. During the past five years he also served as
Chief Executive Officer of Metal Container Corporation (1976-September
1993) and Chairman of the Board and Chief Executive Officer of the
Company's subsidiary, Anheuser-Busch Recycling Corporation (1978-1993).

JOHN H. PURNELL (age 52) is presently Vice President and Group
Executive of the Company and has served in such capacity since January
1991. He is also Chairman of the Board and Chief Executive Officer of
the Company's subsidiary, Anheuser-Busch International, Inc., and has
served as Chairman since 1980 and as Chief Executive Officer since
January 1991. During the past five years he also served as Senior Vice
President-Corporate Planning and Development (1987-1991).

W. RANDOLPH BAKER (age 47) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1982.
During the past five years he also served as Chairman of the Board and
President of the Company's subsidiaries, Busch Properties, Inc. and
Busch Entertainment Corporation (1978-1991).

STEPHEN K. LAMBRIGHT (age 51) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1984.

STUART F. MEYER (age 60) is presently Vice President and Group
Executive of the Company and has served in such capacity since April
1991 and has also served as Vice President-Corporate Human Resources of
the Company (1984-March 1991). He was appointed President and Chief
Executive Officer of the Company's subsidiary, St. Louis National
Baseball Club, Inc., in January 1992 and prior to that served as
Executive Vice President and Chief Operating Officer (April
1991-December 1991). He is also President and Chief Executive Officer
of the Company's subsidiary, Civic Center Corporation, and has served
in such capacity since April 1991.

RAYMOND E. GOFF (age 48) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1986. He
is also presently Chairman of the Board and Chief Executive Officer of
the Company's subsidiary, Busch Agricultural Resources, Inc., and has
served in such capacity since 1986.

JAIME IGLESIAS (age 63) is presently Chairman of the Board and Senior
Vice President-Europe of the Company's subsidiary, Anheuser-Busch
Europe, Inc. ("ABEI") and was appointed to these positions in January
1993. Prior to that he served as Chief Executive Officer (1989-January
1993) and as President (1988-January 1993) of ABEI. He was appointed
President-International Operations of the Company's subsidiary,
Campbell Taggart, Inc. ("CTI"), in 1991 and prior to that served as
Vice President-International (1983-1991). He is also Chairman of CTI's
subsidiary, Bimbo S.A., and President and Senior Vice President-Europe
of the Company's subsidiary, Anheuser-Busch International, Inc.
("ABII"), and has served in such capacities since 1978 and January
1993, respectively. He also served as President and Managing Director-
Europe of ABII (1988-January 1993).
7
9


ALOYS H. LITTEKEN (age 53) is presently Vice President-Corporate
Engineering of the Company and has served in such capacity since 1981.

WILLIAM L. RAMMES (age 52) is presently Vice President-Corporate
Human Resources of the Company and has served in such capacity since
June 1992. During the past five years he also served as Vice President-
Operations of the Company's subsidiary, Anheuser-Busch Incorporated
(1990-June 1992) and Vice President-Administration (1986-1989).

JOHN B. ROBERTS (age 49) is presently Chairman of the Board and
President of the Company's subsidiary, Busch Entertainment Corporation,
and has served in such capacities since June 1992 and May 1991,
respectively. During the past five years he also served as Executive
Vice President and General Manager of Busch Entertainment Corporation
(1990-May 1991) and Vice President and General Manager (1987-1990) and
Vice President-Operations (1979-1987).

JOSEPH L. GOLTZMAN (age 52) is presently Vice President and Group
Executive of the Company and has served in such capacity since
September 1993. He is also presently Chairman, Chief Executive Officer
and President of the Company's subsidiary, Anheuser-Busch Recycling
Corporation, President and Chief Executive Officer of the Company's
subsidiary, Metal Container Corporation, and President of the Company's
subsidiary, Metal Label Corporation, and has served in such capacities
since January 1993, September 1993, and 1988, respectively. During the
past five years he also served as President of Anheuser-Busch Recycling
Corporation (1988-December 1992) and Vice President-Recycling and
Metals Planning (January 1992-September 1993) and Director-Metals
Planning and Recycling (1988-December 1991) of the Company.

PART II

The information required by Items 5, 6, 7, and 8 of this Part II are
hereby incorporated by reference from pages 32 through 65 of the
Company's 1993 Annual Report to Shareholders.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no disagreements with Price Waterhouse, the Company's
independent accountants since 1961, on accounting principles or
practices or financial statement disclosures.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required with respect to Directors is hereby
incorporated by reference from pages 3 through 5 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 27, 1994. The
information required by this Item with respect to Executive Officers is
presented on pages 6 through 8 of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is hereby incorporated by
reference from page 7 and pages 15 through 21 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 27, 1994.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is hereby incorporated by
reference from pages 2 and 6 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on April 27, 1994.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is hereby incorporated by
reference from pages 21 through 23 of the Company's Proxy Statement for
the Annual Meeting of Shareholders on April 27, 1994.

8
10


PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



PAGE IN
ANNUAL
REPORT*
-----------


(a) The following documents are filed as part of this report:
1. Financial Statements:
Report of Independent Accountants.............................................................................. 41
Consolidated Balance Sheet at December 31, 1993 and 1992....................................................... 42-43
Consolidated Statement of Income for the three years ended December 31, 1993................................... 44
Consolidated Statement of Changes in Shareholders Equity for the three years ended December 31, 1993........... 45
Consolidated Statement of Cash Flows for the three years ended December 31, 1993............................... 46
Notes to Consolidated Financial Statements..................................................................... 47-59
Report of Independent Accountants on Financial Statement Schedules
2. Financial Statement Schedules For the Years 1993, 1992, and 1991:
Property, plant and equipment (Schedule V)
Accumulated depreciation of property, plant and equipment (Schedule VI)
Guarantees of securities of other issuers (Schedule VII) (1993 only)
Valuation and qualifying accounts and reserves (Schedule VIII)
Short-term borrowings (Schedule IX)


3. Exhibits

Exhibit 3.1 - Amendment to Article Fourth of the Restated
Certificate of Incorporation of the Company
dated June 10, 1992. (Restated Certificate of
Incorporation with amendments previously filed
and incorporated by reference to Exhibit 3.1 to
Form 10-K for the fiscal year ended December 31,
1987.)

Exhibit 3.2 - Certificate of Designation, Rights and
Preferences of the Series C Convertible
Preferred Stock of the Company dated November 3,
1989. (Incorporated by reference to Exhibit 3.2
to Form 10-K for the fiscal year ended December
31, 1990.)

Exhibit 3.3 - By-Laws of the Company (as amended and restated
October 27, 1993). (Incorporated by reference to
Exhibit 3 to Form 10-Q for the quarter ended
September 30, 1993.)

Exhibit 4.1 - Form of Rights Agreement, dated as of December
18, 1985 between Anheuser-Busch Companies, Inc.
and Centerre Trust Company of St. Louis (now
Boatmen's Trust Company), as amended and
restated as of December 17, 1986.

Exhibit 4.2 - Indenture between the Company and Manufacturers
Hanover Trust Company. (Incorporated by
reference to Exhibit 4 to Registration Statement
on Form S-3, Registration No. 33-14685, filed
with the Commission on June 3, 1987.) (Other
indentures are not filed, but the Company agrees
to furnish copies of such instruments to the
Securities and Exchange Commission upon
request.)

[FN]
- - - -----
*Incorporated by reference from the indicated pages of the 1993 Annual
Report to Shareholders.

9
11

Exhibit 10.1 - Anheuser-Busch Companies, Inc. Deferred
Compensation Plan for Non-Employee Directors (as
amended and restated February 22, 1989.)
(Incorporated by reference to Exhibit 10.1 to
Form 10-K for the fiscal year ended December 31,
1988.)*

Exhibit 10.2 - First Amendment to Anheuser-Busch Companies,
Inc. Deferred Compensation Plan for Non-Employee
Directors (as amended and restated February 22,
1989) effective April 24, 1991. (Incorporated by
reference to Exhibit 10.2 to Form 10-K for the
fiscal year ended December 31, 1991.)*

Exhibit 10.3 - Second Amendment to Anheuser-Busch Companies,
Inc. Deferred Compensation Plan for Non-Employee
Directors (as amended and restated February 22,
1989) effective January 1, 1994.*

Exhibit 10.4 - Anheuser-Busch Companies, Inc. Retirement
Program for Non-Employee Directors.
(Incorporated by reference to Exhibit 10.1 to
Registration Statement on Form S-14 filed
September 14, 1982.)*

Exhibit 10.5 - Anheuser-Busch Companies, Inc. 1981 Incentive
Stock Option/Non-Qualified Stock Option Plan (as
amended December 18, 1985, December 16, 1987,
December 20, 1988 and July 22, 1992.)
(Incorporated by reference to Exhibit 10.4 to
Form 10-K for the fiscal year ended December 31,
1992.)*

Exhibit 10.6 - Excerpts from resolutions adopted by the
Anheuser-Busch Companies, Inc. Board of
Directors on September 22, 1993 amending the
Anheuser-Busch Companies, Inc. 1981 Incentive
Stock Option/Non-Qualified Stock Option Plan.*

Exhibit 10.7 - Anheuser-Busch Companies, Inc. 1981 Non-
Qualified Stock Option Plan (as amended December
18, 1985, June 24, 1987, December 20, 1988 and
July 22, 1992.) (Incorporated by reference to
Exhibit 10.5 to Form 10-K for the fiscal year
ended December 31, 1992.)*

Exhibit 10.8 - Anheuser-Busch Companies, Inc. 1989 Incentive
Stock Plan (as amended December 20, 1989,
December 19, 1990 and December 15, 1993.)*

Exhibit 10.9 - Anheuser-Busch Companies, Inc. Excess
Benefit Plan.*

Exhibit 10.10- First Amendment to Anheuser-Busch Companies,
Inc. Excess Benefit Plan.*

Exhibit 10.11- Second Amendment to Anheuser-Busch Companies,
Inc. Excess Benefit Plan effective as of July 1,
1989. (Incorporated by reference to Exhibit
10.10 to Form 10-K for the fiscal year ended
December 31, 1989.)*

Exhibit 10.12- Excerpts from resolutions adopted by the
Anheuser-Busch Companies, Inc. Board of
Directors on September 22, 1993 amending the
Anheuser-Busch Companies, Inc. Excess Benefit
Plan.*

Exhibit 10.13- Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan Amended and Restated
as of July 1, 1989. (Incorporated by reference
to Exhibit 10.11 to Form 10-K for the fiscal
year ended December 31, 1989.)*

Exhibit 10.14- First Amendment to Anheuser-Busch Companies,
Inc. Supplemental Executive Retirement Plan.
(Incorporated by reference to Exhibit 10.11 to
Form 10-K for the fiscal year ended December 31,
1990.)*

Exhibit 10.15- Excerpts from resolutions adopted by the
Anheuser-Busch Companies, Inc. Board of
Directors on September 22, 1993 amending the
Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan.*
10
12


Exhibit 10.16- Anheuser-Busch Executive Deferred Compensation
Plan effective January 1, 1994.*

Exhibit 10.17- Anheuser-Busch 401(k) Restoration Plan effective
January 1, 1994.*

Exhibit 10.18- Form of Indemnification Agreement with Directors
and Executive Officers.*

Exhibit 10.19- Investment Agreement By and Among Anheuser-Busch
Companies, Inc., Anheuser-Busch International,
Inc. and Anheuser-Busch International Holdings,
Inc. and Grupo Modelo, S.A. de C.V., Diblo, S.A.
de C.V. and certain shareholders thereof, dated
as of June 16, 1993.

Exhibit 10.20- Letter agreement between Anheuser-Busch
Companies, Inc. and the Controlling Shareholders
regarding Section 5.5 of the Investment Agreement
filed as Exhibit 10.19 of this report.

Exhibit 13 - Pages 32 through 65 of the Anheuser-Busch
Companies, Inc. 1993 Annual Report to
Shareholders, a copy of which is furnished for
the information of the Securities and Exchange
Commission. Portions of the Annual Report not
incorporated herein by reference are not deemed
"filed" with the Commission.

Exhibit 21 - Subsidiaries of the Company

Exhibit 23 - Consent of Independent Accountants, filed as
page 16 of this report.

[FN]
- - - -----
* A management contract or compensatory plan or arrangement required to
be filed by Item 14(c) of this report.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 1993.

11
13


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

ANHEUSER-BUSCH COMPANIES, INC.
...................................
(Registrant)

By AUGUST A. BUSCH III
...................................
August A. Busch III
Chairman of the
Board and President

Date: March 23, 1994


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



AUGUST A. BUSCH III Chairman of the Board and President and March 23, 1994
- - - -------------------------------------------------------------- Director (Principal Executive Officer)
(August A. Busch III)

JERRY E. RITTER Executive Vice President-Chief Financial March 23, 1994
- - - -------------------------------------------------------------- and Administrative Officer (Principal
(Jerry E. Ritter) Financial Officer)

GERALD C. THAYER Vice President and Controller (Principal March 23, 1994
- - - -------------------------------------------------------------- Accounting Officer)
(Gerald C. Thayer)

PABLO ARAMBURUZABALA O. Director March 23, 1994
- - - --------------------------------------------------------------
(Pablo Aramburuzabala O.)

RICHARD T. BAKER Director March 23, 1994
- - - --------------------------------------------------------------
(Richard T. Baker)

ANDREW B. CRAIG III Director March 23, 1994
- - - --------------------------------------------------------------
(Andrew B. Craig III)

BERNARD A. EDISON Director March 23, 1994
- - - --------------------------------------------------------------
(Bernard A. Edison)

PETER M. FLANIGAN Director March 23, 1994
- - - --------------------------------------------------------------
(Peter M. Flanigan)

JOHN E. JACOB Director March 23, 1994
- - - --------------------------------------------------------------
(John E. Jacob)

CHARLES F. KNIGHT Director March 23, 1994
- - - --------------------------------------------------------------
(Charles F. Knight)

VERNON R. LOUCKS, JR. Director March 23, 1994
- - - --------------------------------------------------------------
(Vernon R. Loucks, Jr.)

12
14


VILMA S. MARTINEZ Director March 23, 1994
- - - --------------------------------------------------------------
(Vilma S. Martinez)

SYBIL C. MOBLEY Director March 23, 1994
- - - --------------------------------------------------------------
(Sybil C. Mobley)

JAMES B. ORTHWEIN Director March 23, 1994
- - - --------------------------------------------------------------
(James B. Orthwein)

DOUGLAS A. WARNER III Director March 23, 1994
- - - --------------------------------------------------------------
(Douglas A. Warner III)

WILLIAM H. WEBSTER Director March 23, 1994
- - - --------------------------------------------------------------
(William H. Webster)

EDWARD E. WHITACRE, JR. Director March 23, 1994
- - - --------------------------------------------------------------
(Edward E. Whitacre, Jr.)

13
15





ANHEUSER-BUSCH COMPANIES, INC.

INDEX TO FINANCIAL STATEMENT SCHEDULES



PAGE
----


Report of independent accountants on Financial Statement Schedules..................................... 15
Consent of independent accountants..................................................................... 16
Financial schedules for the years 1993, 1992 and 1991:
Property, plant and equipment (Schedule V)........................................................... 17
Accumulated depreciation of property, plant and equipment (Schedule VI).............................. 18
Guarantees of securities of other issuers (Schedule VII) (1993 only)................................. 19
Valuation and qualifying accounts and reserves (Schedule VIII)....................................... 20
Short-term borrowings (Schedule IX).................................................................. 21


All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes
thereto.

Separate financial statements of subsidiaries not consolidated have
been omitted because, in the aggregate, the proportionate share of
their profit before income taxes and total assets are less than 20% of
the respective consolidated amounts, and investments in such companies
are less than 20% of consolidated total assets.

14
16


REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors
of Anheuser-Busch Companies, Inc.

Our audits of the consolidated financial statements referred to in our
report dated February 7, 1994 appearing on page 41 of the 1993 Annual
Report to Shareholders of Anheuser-Busch Companies, Inc. (which report
and consolidated financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedules listed in Item 14(a) of this Form 10-K.
In our opinion, these Financial Statement Schedules present fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PRICE WATERHOUSE

St. Louis, Missouri
February 7, 1994


15
17


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Forms S-3 (No.
33-31735 and No. 33-49051) and in the Registration Statements on Forms
S-8 (No. 2-71762, No. 2-77829, No. 33-4664, No. 33-36132, No. 33-39714,
No. 33-39715, and No. 33-46846) of Anheuser-Busch Companies, Inc. of
our report dated February 7, 1994 appearing on page 41 of the Annual
Report to Shareholders which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 15
of this Form 10-K.

PRICE WATERHOUSE

St. Louis, Missouri
March 23, 1994
16
18



ANHEUSER-BUSCH COMPANIES, INC.

SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT

(IN MILLIONS)



ADDITIONS
-----------------------------
ASSETS
BALANCE AT OF RETIRE- BALANCE AT
BEGINNING ADDITIONS COMPANIES MENTS OTHER END OF
CLASSIFICATION OF PERIOD AT COST ACQUIRED OR SALES CHANGES PERIOD
-------------- ---------- --------- --------- -------- ------- ---------

1991
- - - ----
Land............................. $ 307.7 $ 6.4 $ - $ 1.1 $ (4.1) $ 308.9
Buildings........................ 2,825.2 211.9 - 11.4 2.1 3,027.8
Machinery and equipment.......... 6,080.3 597.0 - 87.6 (5.8) 6,583.9
Construction in progress......... 803.5 (112.8) - .1 (21.6) 669.0
--------- ------- ---- ------ ------- ---------
$10,016.7 $ 702.5 $ - $100.2 $ (29.4)(1) $10,589.6
========= ======== ==== ====== ======== =========
1992
- - - ----
Land............................. $ 308.9 $ 4.4 $ .7 $ 61.5 $ 20.8 $ 273.3
Buildings........................ 3,027.8 144.1 8.4 10.1 125.0 3,295.2
Machinery and equipment.......... 6,583.9 480.0 13.6 81.7 91.1 7,086.9
Construction in progress......... 669.0 108.7 - 39.5 (8.5) 729.7
--------- -------- ---- ------ -------- ---------
$10,589.6 $ 737.2 $22.7 $192.8 $ 228.4 (2) $11,385.1
========= ======== ===== ====== ======= =========
1993
- - - ----
Land............................. $ 273.3 $ 3.4 $ .7 $ .8 $ 5.3 $ 281.9
Buildings........................ 3,295.2 284.0 8.5 32.4 (109.8) 3,445.5
Machinery and equipment.......... 7,086.9 856.3 8.8 203.2 (92.3) 7,656.5
Construction in progress......... 729.7 (366.8) 4.1 (.3) (24.1) 343.2
--------- -------- ----- ------- ------- ---------
$11,385.1 $ 776.9 $22.1 $236.1 $(220.9)(3) $11,727.1
========= ======== ===== ====== ======= =========



- - - -----

The company provides for depreciation of plant and equipment on methods
and at rates designed to amortize the cost of such equipment over its
useful life (buildings 2% to 10% and machinery and equipment 4% to
25%). Depreciation is computed principally on the straight-line method.

(1) Primarily represents the effect of translating foreign subsidiaries
into U.S. dollars and the reclassification of Busch Properties
developed properties to inventory.

(2) Primarily represents the adjustment to the asset write-up at
acquisition of Campbell Taggart due to adoption of FAS-109 as of
January 1, 1992. Also includes the effect of translating foreign
subsidiaries into U.S. dollars and the reclassification of Busch
Properties developed properties to inventory.

(3) Primarily represents asset write-downs to net realizable values in
connection with the company's Restructuring Program. Also includes
the effect of translating foreign subsidiaries into U.S. dollars.


17
19



ANHEUSER-BUSCH COMPANIES, INC.

SCHEDULE VI - ACCUMULATED DEPRECIATION OF
PROPERTY, PLANT AND EQUIPMENT

(IN MILLIONS)



ADDITIONS
BALANCE AT CHARGED TO RETIRE- BALANCE AT
BEGINNING COSTS AND MENTS OTHER END OF
DESCRIPTION OF PERIOD EXPENSES OR SALES CHANGES PERIOD
----------- ---------- ---------- -------- ------- ----------

1991
- - - ----
Buildings........................................ $ 648.5 $ 95.3 $ 9.1 $ (.7) $ 734.0
Machinery and equipment.......................... 2,304.4 424.6 65.6 (4.3) 2,659.1
-------- ------ ------ ------ --------
$2,952.9 $519.9 $ 74.7 $ (5.0)(1) $3,393.1
======== ====== ====== ====== ========
1992
- - - ----
Buildings........................................ $ 734.0 $103.1 $ 6.9 $ 2.8 $ 833.0
Machinery and equipment.......................... 2,659.1 449.7 71.8 (8.6) 3,028.4
-------- ------ ------ ------ --------
$3,393.1 $552.8 $ 78.7 $ (5.8)(1) $3,861.4
======== ====== ====== ====== ========
1993
- - - ----
Buildings........................................ $ 833.0 $107.6 $ 21.0 $(14.9) $ 904.7
Machinery and equipment.......................... 3,028.4 486.5 166.8 (22.8) 3,325.3
-------- ------ ------ ------ --------
$3,861.4 $594.1 $187.8 $(37.7)(2) $4,230.0
======== ====== ====== ====== ========



- - - -----

(1) Primarily represents the effect of translating foreign subsidiaries
into U.S. dollars.

(2) Primarily represents the effect of asset write-downs to net
realizable values in connection with the company's Restructuring
Program. Also includes the effect of translating foreign
subsidiaries into U.S. dollars.


18
20



ANHEUSER-BUSCH COMPANIES, INC.

SCHEDULE VII - GUARANTEES OF SECURITIES OF OTHER ISSUERS
(1993)



NATURE OF ANY
DEFAULT BY ISSUER
OF SECURITIES
AMOUNT GUARANTEED IN
NAME OF ISSUER TITLE OF OWNED BY PRINCIPAL,
OF SECURITIES ISSUE OF TOTAL PERSON OR AMOUNT IN INTEREST, SINKING
GUARANTEED BY EACH CLASS AMOUNT PERSONS TREASURY OF FUND OR REDEMP-
PERSON FOR OF GUARANTEED FOR WHICH ISSUER OF TION PROVISIONS,
WHICH STATEMENT SECURITIES AND STATEMENT SECURITIES NATURE OF OR PAYMENT
IS FILED GUARANTEED OUTSTANDING IS FILED GUARANTEED GUARANTEE OF DIVIDENDS
------------ ---------- ----------- --------- ---------- --------- -----------------
($ IN MILLIONS)


Anheuser-Busch, Inc. ..............Notes $15.8 100% - Guarantee of None
loans
Anheuser-Busch ....................Loan 3.3 100% - Guarantee of None
Investment Capital principal and
Corporation interest
Anheuser-Busch ....................Loan 8.5 100% - Guarantee of None
Companies, Inc. loans


19
21



ANHEUSER-BUSCH COMPANIES, INC.

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(IN MILLIONS)



1993 1992 1991
---- ---- ----


Reserve for doubtful accounts (deducted from related assets):
Balance at beginning of period.......................................... $ 4.9 $ 5.5 $ 6.2
Additions charged to costs and expenses................................. 3.8 1.3 2.4
Additions (recoveries of uncollectible accounts previously written off). 1.2 .7 .6
Deductions (uncollectible accounts written off)........................ (3.2) (2.6) (3.7)
------ ----- -----
Balance at end of period................................................ $ 6.7 $ 4.9 $ 5.5
====== ===== =====
Deferred income tax asset valuation allowance under FAS 109:
Balance at beginning of period.......................................... $ 35.6 $36.8 $ -
Additions to valuation allowance charged to costs and expenses.......... 16.3 5.1 -
Deductions from valuation allowance (utilizations and expirations)...... (10.9) (6.3) -
------ ----- ----
Balance at end of period................................................ $ 41.0 $35.6 $ -
====== ===== ====


- - - -----
Note: Anheuser-Busch Companies, Inc. adopted FAS 109 effective January 1, 1992.


20
22



ANHEUSER-BUSCH COMPANIES, INC.

SCHEDULE IX - SHORT-TERM BORROWINGS

(IN MILLIONS)



MAXIMUM AVERAGE WEIGHTED
AMOUNT AMOUNT AVERAGE
CATEGORY OF BALANCE AT WEIGHTED OUTSTANDING OUTSTANDING INTEREST RATE
AGGREGATE SHORT- END OF AVERAGE DURING DURING DURING
TERM BORROWINGS PERIOD INTEREST RATE THE PERIOD THE PERIOD(1) THE PERIOD(2)
---------------- ---------- ------------- ----------- ------------- -------------


1991
- - - ----
Commercial paper and bank line of credit......... $ - (3) - (3) $638.2 $293.6 6.57%
1992
- - - ----
Commercial paper and bank line of credit......... - (3) - (3) 382.0 122.0 4.04%
1993
- - - ----
Commercial paper and bank line of credit......... - (3) - (3) 696.0 221.7 3.25%


- - - -----

(1) Calculated by multiplying the amount borrowed by the number of days
outstanding and dividing the sum of the above by the number of days
in the year.

(2) Calculated by dividing the total interest expense on the borrowings
during the year by the average borrowings outstanding during the
year.

(3) At December 31, 1993, 1992 and 1991, there was $569.1 million, $79.7
million and $104.4 million, respectively, of commercial paper
borrowings outstanding at a weighted average interest rate of 3.35%
for 1993, 3.44% for 1992 and 6.66% for 1991. The commercial paper
is classified as long-term debt as it is expected to be maintained
on a long-term basis, with ongoing credit provided by the Company's
revolving credit agreements.


21