SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-K/A

/X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                         OR
/ /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM ------------- TO -------------

                         COMMISSION FILE NUMBER 1-7823

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

                                                      NAME OF EACH EXCHANGE
               TITLE OF EACH CLASS                      ON WHICH REGISTERED
               -------------------                     --------------------
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
                           --------------------------
    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.
                      $23,056,951,500 AS OF FEBRUARY 27, 1998

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 486,420,854 SHARES AS OF MARCH 10, 1998

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for
  the Year Ended December 31, 1997...........  PART I, PART II, and PART IV

Portions of Definitive Proxy Statement for
  Annual Meeting of Shareholders on April 22,
  1998.......................................  PART III
========================================================================


Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the 
fiscal year ended December 31, 1997 is amended by the addition of the 
following exhibits:



  Exhibit 23.1 -Consent of Independent Accountants

  Exhibit 23.2 -Consent of Independent Accountants

  Exhibit 23.3 -Consent of Independent Accountants

  Exhibit 24.1 -Power of Attorney 

  Exhibit 24.2 -Resolution authorizing signature by certain officers of the
                Company.

  Exhibit 99.1 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
                Stock Purchase and Savings Plan for the fiscal year ended
                March 31, 1998.

  Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
                Stock Purchase and Savings Plan (For Employees covered by a
                Collective Bargaining Agreement) for the fiscal year ended
                March 31, 1998.

  Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
                Stock Purchase and Savings Plan (For Certain Hourly Employees
                of Anheuser-Busch Companies, Inc. and its Subsidiaries) for
                the fiscal year ended March 31, 1998.



                               SIGNATURES

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

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

                                 By         JOBETH G. BROWN
                                    ...................................
                                            JoBeth G. Brown    
                                      Vice President and Secretary


Date: September 25, 1998

  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  September 25, 1998
- -----------------------    Director (Principal Executive Officer)
(August A. Busch III)

*  W. Randolph Baker     Vice President and Chief Financial       September 25, 1998
- -----------------------    Officer (Principal Financial Officer)
(W. Randolph Baker)

*  John F. Kelly          Vice President and Controller           September 25, 1998
- -----------------------     (Principal Accounting Officer)
(John F. Kelly)

*  Bernard A. Edison        Director                              September 25, 1998
- -----------------------
(Bernard A. Edison)

*  Carlos Fernandez G.      Director                              September 25, 1998
- -----------------------
(Carlos Fernandez G.)

*  Peter M. Flanigan        Director                              September 25, 1998
- -----------------------
(Peter M. Flanigan)

*  John E. Jacob            Director                              September 25, 1998
- -----------------------
(John E. Jacob)

*  Charles F. Knight         Director                             September 25, 1998
- -----------------------
(Charles F. Knight)

*  Vernon R. Loucks, Jr.     Director                             September 25, 1998
- -----------------------
(Vernon R. Loucks, Jr.)

*  Vilma S. Martinez         Director                             September 25, 1998
- -----------------------
(Vilma S. Martinez)

*  Sybil C. Mobley           Director                             September 25, 1998
- -----------------------
(Sybil C. Mobley)

*  James B. Orthwein         Director                             September 25, 1998
- -----------------------
(James B. Orthwein)

*  William Porter Payne      Director                             September 25, 1998
- -----------------------
(William Porter Payne)

*  Andrew C. Taylor          Director                             September 25, 1998
- -----------------------
(Andrew C. Taylor)

*  Douglas A. Warner III     Director                             September 25, 1998
- -----------------------
(Douglas A. Warner III)

*  William H. Webster        Director                             September 25, 1998
- -----------------------
(William H. Webster)

*  Edward E. Whitacre, Jr.   Director                             September 25, 1998
- -----------------------
(Edward E. Whitacre, Jr.)








* JOBETH G. BROWN
 ----------------------        September 25, 1998
 JoBeth G. Brown
 Attorney in Fact



                              EXHIBIT INDEX



Exhibit 23.1 -Consent of Independent Accountants

Exhibit 23.2 -Consent of Independent Accountants

Exhibit 23.3 -Consent of Independent Accountants

Exhibit 24.1 -Power of Attorney 

Exhibit 24.2 -Resolution authorizing signature by certain officers of the
              Company.

Exhibit 99.1 - Form 11-K, Annual Report of the Anheuser-Busch 
              Deferred Income Stock Purchase and Savings Plan
              for the fiscal year ended March 31, 1998.  

Exhibit 99.2 - Form 11-K, Annual Report of the Anheuser-Busch 
              Deferred Income Stock Purchase and Savings Plan
              (For Employees Covered by a Collective Bargaining
              Agreement) for the fiscal year ended March 31,
              1998.

Exhibit 99.3 - Form 11-K, Annual Report of the Anheuser-Busch 
              Deferred Income Stock Purchase and Savings Plan
              (For Certain Hourly Employees of Anheuser-Busch 
              Companies, Inc. and its Subsidiaries) for the 
              fiscal year ended March 31, 1998.