Exhibit 99.2



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 11-K


                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



   (x)    Annual report pursuant to Section 15(d) of the Securities 
          Exchange Act of 1934 

    For the Fiscal year ended March 31, 1998

                                       OR

   ( )    Transition report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934 (NO FEE REQUIRED)

    For the Transition period From __________ to __________


    Commission File Number _________________



A.  Full title of the plan and the address of the plan, if different from
that of the issuer named below:


       ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
        (For Employees Covered By A Collective Bargaining Agreement)


B.  Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:


                     ANHEUSER-BUSCH COMPANIES, INC.
                            One Busch Place
                       St. Louis, Missouri 63118
















Item 1.   Plan is subject to ERISA, see Item 4 for required information.

Item 2.   Plan is subject to ERISA, see Item 4 for required information.

Item 3.   Plan is subject to ERISA, see Item 4 for required information.

Item 4.   Financial Statements and Exhibits
          ---------------------------------

    (a)   Financial Statements*:

          Report of independent accountants

          Statement of Net Assets Available for Benefits with Fund
          Information at March 31, 1998 and March 31, 1997.

          Statement of Changes in Net Assets Available for Benefits with
          Fund Information for year ended March 31, 1998 and March 31,
          1997.

          Notes to financial statements

          Anheuser-Busch Defined Contribution Master Trust - Statement of
          Net Assets Available for Benefits with Fund Information at March
          31, 1998 and March 31, 1997 (Appendix A)

          Anheuser-Busch Defined Contribution Master Trust - Statement of
          Changes in Net Assets Available for Benefits with Fund Information 
          for the Year Ended March 31, 1998 and March 31, 1997 (Appendix A)
       



   (b) Exhibits:

       None







       *  Other schedules required by Section 2520.103-10 of the Department of
          Labor Rules and Regulations for Reporting and Disclosure under ERISA
          have been omitted because they are not applicable.





                                       2





















                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.

                                ANHEUSER-BUSCH DEFERRED INCOME STOCK
                                PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES
                                COVERED BY A COLLECTIVE BARGAINING
                                AGREEMENT)






                                 By:       JOBETH G. BROWN
                                     -----------------------------------
                                           JoBeth G. Brown
                                           Committee Member


Dated: September 25, 1998
    







                                   
                                   
                                   
                                   
                                   
                                   
                                       3












[LOGO]                                                   
                                                
                                                 PricewaterhouseCoopers LLP
                                                 800 Market Street
                                                 St. Louis, MO  63101
                                                 Telephone (314) 206 8500


                        Report of Independent Accountants
                              

To the Participants and Administrator 
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For 
Employees Covered by a Collective
Bargaining Agreement)


July 31, 1998


In our opinion, the accompanying statements of net assets
available for benefits and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Anheuser-
Busch Deferred Income Stock Purchase and Savings Plan (For
Employees Covered by a Collective Bargaining Agreement) at
March 31, 1998 and 1997, and the changes in net assets available
for benefits for the years then ended, in conformity with
generally accepted accounting principles.  These financial
statements are the responsibility of the plan's management; our
responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP                                       
                                      
                                       4

















ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1998
Page 2
- --------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                             Short-term  Medium-term
                              Anheuser-Busch   fixed       fixed     Equity
                              Companies, Inc.  income      income    index     
                                 stock fund     fund        fund      fund
                                                        
Assets
Contributions receivable 
    Participants                $    523,590 $    6,359 $    15,865 $    79,212
    Employer                         280,493        -           -           -
                                ------------ ---------- ----------- -----------
                                     804,083      6,359      15,865      79,212
                                ------------ ---------- ----------- -----------
                                                  
Investments, at fair value:
  Anheuser-Busch Companies, 
    Inc. Common Stock*           871,036,203
  Anheuser-Busch Companies, Inc. 
    Short-Term Fixed Income Fund              8,074,980
  Anheuser-Busch Companies, Inc. 
   Medium-Term Fixed Income Fund                         13,692,827
  Anheuser-Busch Companies, Inc. 
   Capital Equity Index Fund*                                        81,860,051
  Anheuser-Busch Companies, Inc. 
   Managed Balanced Fund
  Anheuser-Busch Companies, Inc. 
   Index Balanced Fund           
  Participant loans                                                     
  Earthgrains Common Stock Fund        -          -           -           - 
                                ------------ ---------- ----------- -----------
      Total investments          871,036,203  8,074,980  13,692,827  81,860,051   
                                ------------ ---------- ----------- -----------
      Total assets               871,840,286  8,081,339  13,708,692  81,939,263    
                                ------------ ---------- ----------- -----------
Liabilities
      Total liabilities         (123,600,000)    -           -            -   
                                ------------ ---------- ----------- -----------
 Net assets available for 
   benefits                     $748,240,286 $8,081,339 $13,708,692 $81,939,263
                                ============ ========== =========== ===========
 
                                                  

*    Represents more than 5% of net assets available for benefits.

  The accompanying notes are an integral part of these financial statements.

                      







PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                Managed     Indexed  Participant  Earthgrains  
                                balanced    balanced     loan     common stock
                                  fund        fund       fund         fund        Total
                                                                   
Assets
Contributions receivable 
    Participants               $     7,149  $    6,540 $       -   $       -   $      638,715
    Employer                           -            -          -           -          280,493
                               -----------  ---------- ----------- ----------- --------------
                                     7,149       6,540         -           -          919,208
                               -----------  ---------- ----------- ----------- --------------
Investments at fair value:
  Anheuser-Busch Companies, Inc.            
    Common Stock*                                                                 871,036,203
  Anheuser-Busch Companies, Inc. 
    Short-Term Fixed Income Fund                                                    8,074,980
  Anheuser-Busch Companies, Inc. 
   Medium-Term Fixed Income Fund                                                   13,692,827
  Anheuser-Busch Companies, Inc. 
   Capital Equity Index Fund                                                       81,860,051
  Anheuser-Busch Companies, Inc. 
   Managed Balanced Fund         5,900,367                                          5,900,367
  Anheuser-Busch Companies, Inc. 
   Index Balanced Fund                       5,795,200                              5,795,200
  Participant loans                                     43,459,077                 43,459,077
  Earthgrains Common Stock Fund        -           -          -     17,051,707     17,051,707      
                               -----------  ---------- ----------- ----------- --------------
      Total investments         5,900,367   5,795,200  43,459,077   17,051,707  1,046,870,412
                               -----------  ---------- ----------- ----------- --------------
      Total assets              5,907,516   5,801,740  43,459,077   17,051,707  1,047,789,620
                               -----------  ---------- ----------- ----------- --------------
   Liabilities
      Total liabilities            -             -          -            -       (123,600,000)
                               -----------  ---------- ----------- ----------- --------------
 Net assets available for 
  benefits                      $5,907,516  $5,801,740 $43,459,077 $17,051,707 $  924,189,620
                               ===========  ========== =========== =========== ==============




 
                                                  

*    Represents more than 5% of net assets available for benefits.

The accompanying notes are an integral part of these financial statements.





ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Page 3
- -------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                             Short-term  Medium-term
                              Anheuser-Busch    fixed       fixed     Equity
                              Companies, Inc.   income      income    index     
                                 stock fund       fund       fund      fund
                                                        
Assets
Contributions receivable 
    Participants                $    555,533   $   6,226  $   16,534  $    45,113
    Employer                         231,013         -           -            -
                                ------------   ---------  ----------  -----------
    
                                     786,546       6,226      16,534       45,113
                                ------------   ---------  ----------  -----------
                              
Investments, at fair value:
  Anheuser-Busch Companies,      876,875,495
    Inc. Common Stock*
  Anheuser-Busch Companies, Inc. 
    Short-Term Fixed Income Fund               4,637,987
  Anheuser-Busch Companies, Inc. 
    Medium-Term Fixed Income Fund                         11,323,582
  Anheuser-Busch Companies, Inc. 
    Capital Equity Index Fund                                         18,314,857
  Anheuser-Busch Companies, Inc. 
    Managed Balanced Fund        
  Anheuser-Busch Companies, Inc. 
    Index Balanced Fund        
  Participant loans                                    
  Earthgrains Common Stock     
    Fund                              -             -          -           -
                                ------------  ----------  ----------  -----------
       Total investments         876,875,495   4,637,987  11,323,582   18,314,857 
                                ------------  ----------  ----------  -----------
       Total assets              877,662,041   4,644,213  11,340,116   18,359,970 
                                ------------  ---------- -----------  -----------
Liabilities

Notes payable                    (141,050,000)       -          -            -
                                ------------- ----------  ----------- -----------
   Total liabilities             (141,050,000)       -          -            -
                                ------------- ----------  ----------- -----------
 Net assets available for 
  benefits                       $736,612,041  $4,644,213 $11,340,116 $18,359,970  
                                =============  ========== =========== ===========





*    Represents more than 5% of net assets available for benefits.

   The accompanying notes are an integral part of these financial statements.
   





PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                Managed     Indexed  Participant  Earthgrains  
                                balanced    balanced     loan     Common stock  
                                  fund        fund       fund         fund        Total
                                                                  
Assets
Contributions receivable 
    Participants               $     4,721  $   4,588  $    -       $   -             632,715
    Employer                           -          -         -           -             231,013
                               -----------  ---------  -----------  -----------  ------------
                                     4,721      4,588       -           -             863,728
                               -----------  ---------  -----------  -----------  ------------
Investments at fair value:
  Anheuser-Busch Companies, Inc.                                                  876,875,495
    Common Stock*
  Anheuser-Busch Companies, Inc. 
    Short-Term Fixed Income Fund                                                    4,637,987
  Anheuser-Busch Companies, Inc. 
    Medium-Term Fixed Income Fund                                                  11,323,582
  Anheuser-Busch Companies, Inc. 
    Capital Equity Index Fund                                                      18,314,857
  Anheuser-Busch Companies, Inc. 
    Managed Balanced Fund        1,835,358                                          1,835,358
  Anheuser-Busch Companies, Inc. 
    Index Balanced Fund                     1,079,903                               1,079,903
  Participant loans                                     40,049,026                 40,049,026
  Earthgrains Common Stock  
    Fund                            -             -          -       11,795,094    11,795,094
                               -----------  ---------  -----------  -----------   ------------
       Total investments         1,835,358  1,079,903   40,049,026   11,795,094   965,911,302
                               -----------  ---------  -----------  -----------   ------------
       Total assets              1,840,079  1,084,491   40,049,026   11,795,094   966,775,030
                               -----------  ---------  ----------- ------------  ------------
Liabilities
Notes payable                        -            -          -            -      (141,050,000)    
                               -----------  ---------  -----------  -----------  ------------
       Total liabilities             -            -          -            -      (141,050,000)     
                               -----------  ---------  -----------  -----------  ------------
 Net assets available for 
   benefits                    $ 1,840,079  $1,084,491 $40,049,026  $11,795,094  $825,725,030
                               ===========  =========  ===========  ===========  ============



 
                                                  

*    Represents more than 5% of net assets available for benefits.

  The accompanying notes are an integral part of these financial statements.




ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended March 31, 1998
Page 4
- --------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                           Short-term  Medium-term
                            Anheuser-Busch    fixed       fixed     Equity
                            Companies, Inc.   income      income    index     
                               stock fund       fund       fund      fund
                                                      
Additions to net assets 
attributed to:
  Contributions:   
    Participants              $ 27,214,844 $  391,599 $   742,431 $2,627,378
    Employer                     3,580,328        -           -          -  
                              ------------ ---------- -----------  ---------
    Total contributions         30,795,172    391,559     742,431  2,627,378
                                                                             
                                                  
Investment income:
    Interest                       460,009    
    Dividends                    4,912,920    
    Net realized and unrealized 
    appreciation in fair value 
    of investments             105,394,518    279,569   1,072,262  12,713,421
                              ------------ ---------- -----------  ----------
         Total additions       141,562,619    671,128   1,814,693  15,340,799     
                              ------------ ---------- -----------  ----------
Deductions from net assets 
attributed to:
    Distributions               59,035,183  2,321,349     904,590   2,467,658    
    Interest expense            11,636,625                                  
    Administrative expenses          9,655      -           -            -  
                              ------------ ---------- -----------  ----------
          Total deductions      70,681,463  2,321,349     904,590   2,467,658
                              ------------ ---------- -----------  ----------

Net transfers in (out)         (59,252,911) 5,087,347   1,458,473  50,706,152  
                              ------------ ---------- ------------ ----------   
Net increase                    11,628,245  3,437,126   2,368,576  63,579,293  

Net assets available for 
  benefits: 
  Beginning of year            736,612,041  4,644,213  11,340,116  18,359,970 
                              ------------ ---------- ----------- -----------              
                                   
                         
  End of year                 $748,240,286 $8,081,339 $13,708,692 $81,939,263
                              ============ ========== =========== ===========
                                                                           
                                                  


 The accompanying notes are an integral part of these financial statements.





PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                Managed     Indexed  Participant  Earthgrains  
                                balanced    balanced     loan     common stock
                                  fund        fund       fund         fund        Total
                                                                   
Additions to net assets
attributed to:
  Contributions:   
    Participants               $   273,875  $   249,472  $     -     $    -       $ 31,499,559
    Employer                           -            -          -          -          3,580,328
                               -----------  ------------ ----------- -----------  ------------
  Total contributions              273,875      249,472        -          -         35,079,887
                                                                                               
Investment income:                                                        
    Interest                                              3,243,763                  3,703,772
    Dividends                                                                        4,912,920    
    Net realized and unrealized 
    appreciation in fair value of 
    investments                    754,219     583,157        -        8,493,737   129,290,883
                               -----------  ----------  -----------  -----------  ------------
         Total additions         1,028,094     832,629    3,243,763    8,493,737   172,987,462
                               -----------  ----------  -----------  -----------  ------------
Deductions from net assets 
attributed to:
    Distributions                  191,236     174,408    1,504,636    1,469,821    68,068,881
    Interest expense                                                                11,636,625  
    Administrative expenses          -           -            -             -            9,655
                               -----------  ----------  -----------  -----------  ------------
          Total deductions         191,236     174,408    1,504,636    1,469,821    79,715,161
                               -----------  ----------  ----------   -----------  ------------

Net transfers in (out)           3,230,579   4,059,028    1,670,924   (1,767,303)    5,192,289
                               ----------- -----------  -----------  -----------  ------------
Net increase                     4,067,437   4,717,249    3,410,051    5,256,613    98,464,590

Net assets available for         
 benefits:                       
  Beginning of year              1,840,079   1,084,491   40,049,026   11,795,094   825,725,030
                               -----------  ----------  -----------  -----------  ------------                                
   
  End of year                  $ 5,907,516  $5,801,740  $43,459,077  $17,051,707  $924,189,620
                               ===========  ==========  ===========  ===========  ============


  The accompanying notes are an integral part of these financial statements.
                                                  





ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered by a Collective Bargaining Agreement)
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended March 31, 1997
Page 5
- ---------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                           Short-term  Medium-term
                            Anheuser-Busch    fixed       fixed     Equity
                            Companies, Inc.   income      income    index     
                               stock fund       fund       fund      fund
                                                      
Additions to net assets 
attributed to:
  Contributions:   
    Participants              $ 26,479,856 $  329,994 $ 1,002,829 $ 1,961,868 
    Employer                     4,748,510        -           -           -  
                              ------------ ---------- ----------- -----------
  Total contributions           31,228,366    329,994   1,002,829   1,961,868

Investment income:
    Interest                       387,142     
    Dividends                    5,184,640    
    Net realized and unrealized 
    appreciation in fair value 
    of investments             188,338,252    212,512     591,338   2,558,030 
                              ------------ ---------- ----------- -----------
                              
       Total additions         225,138,400    542,506   1,522,167   4,519,898
                              ------------ ---------- ----------- -----------
Deductions from net assets 
attributed to:
    Distributions               52,061,049 1,261,063     981,489     793,033
    Interest expense            20,169,188       
    Administrative expenses          8,621      -           -            -     
                              ------------ ---------- ----------- -----------
        Total deductions        72,238,858  1,261,063     981,489     793,033
                              ------------ ---------- ----------- -----------        
                              
Net transfers in (out)          12,851,305  1,107,428  (2,470,435)    889,489
                              ------------ ---------- ----------- -----------  
                              
Net increase                   165,750,847    388,871  (1,929,757)  4,616,354 

Net assets available for 
 benefits: 
 Beginning of year             570,861,194  4,255,342  13,269,873   13,743,616   
                               -----------  ---------- ----------- -----------
                         
           
 End of year                  $736,612,041  $4,644,213 $11,340,116 $18,359,970 
                              ============  ========== =========== ===========

  The accompanying notes are an integral part of these financial statements.
                      





PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                  Managed     Indexed   Participant   Earthgrains  
                                  balanced    balanced    loan      common stock 
                                   fund         fund      fund          fund        Total
                                                                  
Additions to net assets
attributed to:
  Contributions:   
    Participants               $   272,345  $ 200,459  $      -      $   -       $ 30,247,351
    Employer                           -          -           -          -          4,748,510
                               -----------  ---------  -----------   ----------  ------------
  Total contributions              272,345    200,459         -          -         34,995,861

Investment income:       
    Interest                                             2,862,700                  3,249,842
    Dividends                                                                       5,184,640    
    Net realized and unrealized 
    appreciation in fair value of 
    investments                    116,710    180,775          -      5,537,989   197,463,606
                               -----------  ---------  -----------  -----------  ------------
  Total additions                  389,055    381,234    2,862,700    5,537,989   240,893,949
                               -----------  ---------  -----------  -----------  ------------
Deductions from net assets 
attributed to:
    Distributions                  116,165     63,779    1,209,708    1,014,375    57,500,661
    Interest expense                                                               20,169,188 
    Administrative expenses          -           -             -          -             8,621
                               -----------  ---------  -----------  -----------  ------------
          Total deductions         116,165     63,779    1,209,708    1,014,375    77,678,470
                               -----------  ---------  -----------  -----------  ------------

Net transfers in (out)              92,441   (228,323)   4,784,568   (5,651,781)   11,374,692
                               -----------  ---------  -----------  -----------  ------------

Net increase                       365,331     89,132    6,437,560   (1,128,167)  174,590,171

Net assets available for 
 benefits:
  Beginning of year              1,474,748    995,359   33,611,466   12,923,261   651,134,859
                               -----------  ---------  -----------  -----------  ------------
                         
  End of year                  $ 1,840,079 $1,084,491  $40,049,026  $11,795,094  $825,725,030
                               ===========  =========  ===========  ===========  ============

  The accompanying notes are an integral part of these financial statements.













     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 6
     --------------------------------------------------------------------------


1.   Description of the plan
     
     General
     The Anheuser-Busch Deferred Income Stock Purchase and
     Savings Plan (For Employees Covered by a Collective
     Bargaining Agreement) (the Plan) was established as a result
     of an amendment to the Anheuser-Busch Employee Stock
     Purchase and Savings Plan (the Original Plan).  The Original
     Plan was established by Anheuser-Busch, Inc., effective
     April 1, 1976 and upon amendment, was divided into two
     separate plans effective March 1, 1986:  the Deferred Income
     Stock Purchase and Savings Plan (For Employees Covered by a
     Collective Bargaining Agreement) and the Employee Stock
     Purchase and Savings Plan.  The Plan is a continuation of
     the Original Plan except that certain additional features
     were added, including provisions for Before-Tax
     Contributions pursuant to Section 401(k) of the Internal
     Revenue Code.  Additionally, eligibility was limited to
     employees who are members of collective units and whose
     collective bargaining agreement specifically provides for
     participation of such members.
     
     The Plan covers eligible employees of Anheuser-Busch
     Companies, Inc. (the Company) and certain subsidiaries of
     the Company which include:  Anheuser-Busch, Inc.; August A.
     Busch & Co. of Massachusetts, Inc.; Anheuser-Busch
     Companies, Inc.; Busch Agricultural Resources, Inc.;
     Manufacturers Railway Company; Pacific International Rice
     Mills, Inc.; Metal Container Corporation; and A-B Contract
     Services, Inc.  This summary is intended to provide only a
     general description of the Plan's provisions.  Participants
     should refer to the Plan document for more complete
     information.
     
     Plan administration
     The Plan's named fiduciaries are the Company, as Sponsor and
     Plan Administrator, and Mellon Bank, N.A. as the Trustee.
     As Sponsor, the Company has the right to amend the Plan,
     designate the Plan's named fiduciaries and exercise all
     fiduciary functions necessary for the operation of the Plan
     except those which are assigned to another named fiduciary
     by the Plan or the related trust agreement.  The Company has
     appointed an Administrative Committee to exercise the
     authority and responsibility for the general administration
     of the Plan.  The Trustee has the exclusive authority and
     discretion to invest, manage and hold the assets of the
     trust in accordance with the provisions of the Plan and the
     separate trust agreement.
     
     The Plan was amended effective June 1, 1989, to add
     provisions to make the Plan a stock bonus plan and to permit
     the leveraged acquisition of Company stock by the Plan.  As
     such, the Plan is subject to the requirements of an employee
     stock ownership plan (ESOP) under Section 4975(e)(7) of the
     Internal Revenue Code.  The Trustee was specifically
     empowered to enter into loans, on behalf of the Plan, to
     acquire Company stock or to repay a prior ESOP loan.
     
     Effective April 1, 1994, the Plan was amended to incorporate
     various changes to the Plan, including changes in
     participants' contribution limits, changes in Company
     matching contributions, the addition of the Managed Balanced
     Fund and Indexed Balanced Fund investment options, and the
     decrease in the vesting period from three years to two
     years.
     


     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 7
     --------------------------------------------------------------------------



     Plan participation
     Each employee of a participating employer (other than
     employees not covered by a collective bargaining agreement)
     of the Company is eligible to participate in the Plan after
     one year of service, during which the employee worked 1,000
     hours.  Participation by eligible employees is voluntary.
     
     Contributions
     A participant may make matched or unmatched contributions.
     Both matched and unmatched contributions may be before-tax
     and after-tax.  A participant may contribute from 1% to 6%
     of his base compensation through payroll deductions for
     Before-Tax Matched Contributions and After-Tax Matched
     Contributions.  The sum of these matched contributions may
     not be less than 2% nor more than 6% of the participant's
     base compensation.  In addition, a participant may
     contribute from 1% to 10% of his base compensation through
     payroll deductions for Before-Tax Unmatched Contributions
     and After-Tax Unmatched Contributions; however, the
     unmatched contribution rates may not exceed 10% of the
     participant's base compensation and are subject to other
     limitations as set forth in the Plan agreement.  In
     addition, the sum of Before-Tax contribution rates must not
     exceed 16% of a participant's base compensation, subject to
     certain limitations of the Internal Revenue Code.  The
     participant's employer then contributes a matching amount,
     determined annually, based on the relationship of the
     Company's net income to its payroll for the year most
     recently ended.  However, in no event may the participating
     employer's matching contribution be less than 33-1/3% nor
     more than 75% of the aggregate participant contributions.
     Effective April 1, 1998, the participating employer's
     matching contribution may not be less than 33-1/3% nor more
     than 100% of the aggregate participant contributions.  The
     Company may contribute an amount in excess of the matching
     contribution to enable the Plan to meet its debt service
     payments.
     
     The Company may also be required to make a Supplemental
     Contribution as determined by the Administrative Committee
     in accordance with the Plan document.  Supplemental
     Contributions are payable within 180 days of the Plan's year
     end and are allocated to participants who have account
     balances as of the end of the Plan year.  For the years
     ended March 31, 1998 and 1997, no Supplemental Contributions
     were required.
     
     Employee contributions vest and become non-forfeitable
     immediately.  Company contributions also vest and become
     non-forfeitable immediately for participants actively
     employed by the Company on or prior to March 31, 1989.  For
     participants subsequently employed, Company contributions
     vest and become non-forfeitable after two years of service.
     Company contributions also vest and become non-forfeitable
     upon termination of employment by reason of death, permanent
     disability, entry into military service, layoff exceeding
     twelve months, upon termination of employment for any
     reason, including retirement, after reaching age 60, or in
     the event of a "change in control" of the Company (as
     defined in the Plan).  Forfeitures of nonvested balances
     reduce future employer contributions.  There were $86 of
     forfeitures during the year ended March 31, 1998.
     


     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 8
     --------------------------------------------------------------------------



     Investments
     The Trustee maintains an Anheuser-Busch Companies, Inc.
     common stock fund, an Earthgrains Company, Inc. common stock
     fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed
     Income Fund, an Equity Index Fund, a Managed Balanced Fund,
     and an Indexed Balanced Fund for the investment of
     participant and employer contributions.  All employer
     contributions are invested in the Company Stock Fund.  At
     least one-half of each participant's Before-Tax Matched
     Contributions and at least one-half of each participant's
     After-Tax Matched Contributions shall be invested in the
     Company Stock Fund for certain periods of time.  The
     participant may direct the remaining one-half of each type
     of matched contributions to be invested in increments of 1%
     into any fund established under the Plan.  The participant
     may direct that the unmatched contributions be deposited
     into any fund of the Plan in increments of 1%.  Earnings are
     reinvested in the fund to which they relate.
     
     The Master Trusts had been established for each of the
     investment funds other than the Company Stock Fund for the
     investment of the Plan's assets and the assets of the other
     stock purchase and savings plans sponsored by the Company.
     On September 1, 1995, the Master Trusts for each investment
     fund were combined, along with the Company Stock Fund into a
     single Master Trust.
     
     Distributions
     The Plan permits in-service withdrawals and an optional
     annual class year distribution as defined in the Plan
     document, subject to certain restrictions.  Distributions
     for terminations are comprised of the participant's personal
     contribution portion of his account and the part of the
     Company contribution portion of his account which is vested.
     Termination and annual class year distributions for whole
     numbers of shares are payable in Company shares while the
     value of fractional shares and all interests in the other
     funds are payable in cash.  Alternatively, the participant
     may elect to have non-share investments transferred to the
     Company Stock Fund and distributed thereafter in shares with
     fractional shares distributed in cash.  In-service
     distributions other than annual class year distributions are
     payable at the election of the participant in Company shares
     or in cash.
     
     Participant loans
     A participant may borrow from Before-Tax and/or After-Tax
     vested account balances.  The minimum loan amount is $1,000;
     the maximum amount is the lesser of $50,000 less the highest
     outstanding loan balance under the Plan during the one year
     period ending on the day before the loan is made, or 50% of
     the vested account balance.  The interest rate for the life
     of the loan is set quarterly at prime plus one percentage
     point based on the prime rate at the end of the preceding
     quarter.  The term of a loan for the purchase of a principal
     residence may be up to 10 years; the term of a loan for any
     other reason may not exceed 5 years.
     
     Plan Expenses
     Under the Master Trust agreement with the Trustee, the
     Company may pay all expenses incurred in the administration
     of the Master Trust, including trustee fees, but is not
     obligated to do so.  Trustee expenses not paid by the
     Company are paid by the Master Trust and proportionately



     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 9
     --------------------------------------------------------------------------


     allocated to the participating plans.  All other expenses
     incurred in the administration of the Plan are paid by the
     participating employers.
     
     Plan termination
     The Company anticipates that the Plan will continue without
     interruption but reserves the right to terminate its
     participation in the Plan subject to the provisions of
     ERISA.  Such termination would result in the immediate and
     full vesting of each participant's account balance.  The
     Trustee would then retain the assets until otherwise
     distributable under the Plan.
     
2.   Summary of significant accounting policies
     
     Basis of accounting
     The Plan's financial statements are prepared on the accrual
     basis of accounting.
     
     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of additions
     to and deductions from net assets during the reporting
     period.  Actual results could differ from those estimates.
     
     Certain reclassifications have been made to the 1997
     financial statements and Appendix A to conform to current
     year presentation.
     
     Investment valuation
     Investments in common stock, U.S. government securities, and
     corporate debt instruments are stated at fair value based on
     the quoted market price at March 31, 1998.  Investments in
     interest bearing cash, insurance contracts, and interests in
     common/collective trusts are stated at fair value as
     determined by the trustee.  Participant loans are valued at
     cost which approximates fair value.
     
     Security transactions and investment income
     Purchases and sales of investments, and related realized
     gains and losses, are recorded on the trade date.  Interest
     income is recorded as earned.  Dividend income is recorded
     on the ex-dividend date.  Net realized and unrealized
     appreciation in fair value of investments is comprised of
     the change in market value compared to the cost of
     investments retained in the Plan, and realized gains and
     losses on security transactions which represent the
     difference between proceeds and cost.
     
     Allocation of assets
     The Plan participates in the Anheuser-Busch Companies, Inc.
     Defined Contribution Master Trust (Master Trust) established
     for the investments of this plan and the other stock
     purchase and savings plans sponsored by the Company.  Units
     of participation in the Master Trust are allocated to
     participating plans based on the relationship of individual
     plan contributions to the market value of the Master Trust.
     Earned income, realized and unrealized gains and losses, and
     administrative expenses are retained in the Master Trust and






     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 10
     --------------------------------------------------------------------------

     are allocated to participating plans by the Trustee, based
     on units of participation on the transaction date.
     
3.   Interests in Anheuser-Busch Companies, Inc. Defined
     Contribution Master Trust
     
     Effective September 1, 1995 the Company and the Trustee
     entered in to a new master trust agreement.  On September 1,
     1995, in accordance with the agreement, the Plan exchanged
     it's investments in: the Anheuser-Busch Companies, Inc.
     Common Stock  Fund, the Anheuser-Busch Companies, Inc. Short
     Term Fixed Income Master Trust, the Anheuser-Busch
     Companies, Inc. Medium Term Fixed Income Master Trust, the
     Anheuser-Busch Companies, Inc. Capital Equity Index Fund
     Master Trust, the Anheuser-Busch Companies, Inc. Managed
     Balanced Fund Master Trust, and the Anheuser-Busch
     Companies, Inc. Indexed Balanced Fund Master Trust for units
     of participation in the Anheuser-Busch Companies, Inc.
     Defined Contribution Master Trust.  The Earthgrains Company,
     Inc.'s Common Stock Fund was also added to the Anheuser-
     Busch Companies, Inc. Defined Contribution Master Trust.
     The assets of the Master Trust are held by Mellon Bank, N.A.
     (Trustee).
     
     At March 31, 1998 and 1997, the Plan's interest in the net
     assets of the Master Trust was approximately 46% and 48%,
     respectively.
     
     The following table presents the fair value of investments
     for the Master Trust:
                                                    March 31,
                                            1998                1997

    Investments at fair value:

    Anheuser-Busch common stock     $  1,768,443,386    $   1,764,489,350
    Short-term fixed income               23,983,370           15,568,585
    Medium-term fixed income              48,360,569           44,750,953
    Equity index                         244,609,595           86,880,218
    Managed balanced                      21,318,878           10,806,861
    Index balanced                        21,599,221            7,756,536
    Participant loans                     83,211,937           76,179,822
    Earthgrains Company common stock      35,570,828           24,070,669
                                      --------------     ----------------
                                    $  2,247,097,784    $   2,030,502,994
                                     ===============     ================
     
     
     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 11
     --------------------------------------------------------------------------
     
     Investment income for the Master Trust is as follows:
                                           Year ended March 31,
                                          1998              1997

 Net appreciation in fair value of 
 investments:
   Anheuser-Busch common stock       $  178,962,138    $  346,196,449
   Short-term fixed income                   29,847           (91,609)
   Medium-term fixed income               1,391,974          (996,720)
   Equity index                          50,332,246        10,660,053
   Managed balanced                       3,829,723         1,019,321
   Index balanced                         2,946,651           607,152 
   Earthgrains Company common stock      17,367,264        11,048,054
                                      -------------      ------------

                                        254,859,843       368,442,700
                                      -------------      ------------

 Interest                                14,661,835        12,244,741
 Dividends                               41,880,450        40,113,882
                                      -------------     -------------

                                     $  311,402,128    $  420,801,323
                                      =============     =============
     
     
     
     Financial statements for the Anheuser-Busch Companies, Inc.
     Defined Contribution Master Trust as of and for the years
     ended March 31, 1998 and 1997 are included as Appendix A.
     
4.   Federal income tax status
     
     The Internal Revenue Service has determined and informed the
     Company by letter dated January 30, 1995 that the Plan is
     designed in accordance with applicable sections of the
     Internal Revenue Code.  Therefore, the underlying trust of
     such a Plan is exempt from federal income taxes under
     Section 501 of the Internal Revenue Code.  The Plan has been
     amended since receiving the determination letter.  However,
     the Plan Administrator and the Plan's tax counsel believe
     that the plan is currently designed and being operated in
     compliance with the applicable requirements of the Internal
     Revenue Code.  Therefore, no provision for income taxes has
     been included in the Plan's financial statements.
     
5.   Notes payable
     
     In June 1989, the Plan issued $250 million in guaranteed
     8.32% ESOP notes (Notes) to a group of insurance companies
     and other financial institutions.  In September 1993, the
     interest rate was reduced to 8.25% per annum retroactive to
     January 1, 1993.  Interest is payable semiannually.
     Principal is payable in annual instalments until maturity on
     March 31, 2004.  The Notes are guaranteed by Anheuser-Busch
     Companies, Inc. and Anheuser-Busch, Inc.  Proceeds of the
     Notes were used to purchase 5,665,723 shares of Company
     stock, the unallocated portion of which is pledged as
     security for the Notes.  The shares are maintained in the



     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 12
     --------------------------------------------------------------------------
     
       
     Company Stock Fund and are released and allocated to Plan
     participants based on calculations specified in the Plan
     document as contributions are made to the Plan.  During the
     year ended March 31, 1997, 779,917 shares were released to
     participants.  Anheuser-Busch Companies, Inc. issued a 2-for-
     1 stock split during September 1996 resulting in an increase
     of the Company Stock Fund unallocated shares.  At March 31,
     1998, the Company Stock Fund held 4,308,287 unallocated
     shares.
     
     Principal maturities for each of the years ending March 31,
     are as follows:

                      
                      1999          $    18,350,000
                      2000               19,150,000
                      2001               20,000,000
                      2002               20,950,000
                      2003               22,000,000
                      2004               23,150,000
                                    ---------------
                                   $    123,600,000
                                    ===============
     
     
6.   Benefit obligations
     
     Benefit obligations for persons who have withdrawn from
     participation in the Plan are as follows:



                                                           March 31
     Investments at fair value:                       1998         1998

       Anheuser-Busch common stock               $  3,328,560   $1,083,315
       Short-term fixed income fund                   220,661        2,314
       Medium-term fixed income fund                  238,030       16,328
       Equity index fund                              236,068
       Managed balanced fund                            2,691
       Index balanced fund                              2,268
       Earthgrains Company common stock                95,089       25,419
                                                  -----------    ---------
                                                 $  4,123,367   $1,127,376
                                                 ============   ==========
     
     
     
     In accordance with generally accepted accounting principles,
     these amounts are not reported as distributions payable in
     the accompanying financial statements.  However, Department
     of Labor regulations require that these amounts be reported
     as liabilities on Form 5500.  Accordingly, net assets
     available for benefits reported on Form 5500 are lower than
     that reflected in the financial statements by the above
     amounts.




     ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
     (For Employees Covered by a Collective Bargaining Agreement)
     Notes to Financial Statements
     March 31, 1998
     Page 13
     --------------------------------------------------------------------------

     

7.   Transactions with parties-in-interest
     
     At March 31, 1998, the Plan held shares of Anheuser-Busch
     Companies, Inc. common stock.  These shares had a total cost
     of $314,608,807 and total market value of $871,036,203 at
     March 31, 1998.  During the year ended March 31, 1998,
     transactions with the Company included aggregate purchases
     and sales totaling $7,011,768 and $60,496,808, respectively.
     These transactions are allowable party-in-interest
     transactions under Section 408(e) and 408(b)(8) of ERISA and
     the regulations promulgated thereunder.
     
     During the year ended March 31, 1998, the Plan purchased and
     sold investments in the Employee Benefit Temporary
     Investment Fund of Mellon Bank N.A., the Plan trustee.
     Transactions with the Fund included aggregate purchases and
     sales totaling $64,636,514 and $62,946,526, respectively.
     These transactions are allowable party-in-interest
     transactions under Section 408(e) and 408(b)(8) of ERISA and
     the regulations promulgated thereunder.
     
8.   Unit accounting
     
     As of October 17, 1995, the Company began allocating units
     to participant accounts.  On March 31, 1998, the total
     number of units allocated to each of the funds in the Plan
     and the applicable net asset value (NAV) of each unit was as
     follows:
     
                                            Units Held    NAV per Unit

     Anheuser-Busch Common Stock             42,782,307          15.70
     Short-Term Fixed Income                    465,809          17.33
     Medium-Term Fixed Income                   582,848          23.49
     Equity Index                               333,771         245.25
     Managed Balanced                           310,415          19.00
     Index Balanced                             124,820          46.42
     Participant Loans                       43,459,077           1.00
     Earthgrains Company Common Stock         1,165,770          14.62
     
     



ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN          APPENDIX A
                                                                       Page 1 of 4
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1998
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -----------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                  Short-term  Medium-term
                                 Anheuser-Busch     fixed       fixed        Equity
                                 Companies, Inc.    income      income       index     
                                    stock fund       fund       fund          fund
                                                                  
Assets 
Investments, at fair value:
  Anheuser-Busch Companies, Inc.
     Common Stock*               1,764,699,829               
  Interest bearing cash              3,720,727                      129,620        
  U.S. government securities                        9,361,836    19,483,013
  Corporate debt instruments                       10,442,678    28,354,090 
  Insurance contracts                                              
  Interest in common/collective                                                
    trusts 
  Loans to participant                                                  
  Earthgrains Company Inc. 
    common stock 
  Other investments*                    22,830     4,178,856       393,846   244,609,595 
                               ---------------  -----------   ------------  ------------
    Total investments            1,768,443,386    23,983,370    48,360,569   244,609,595 
                               ---------------  ------------  ------------  ------------
    Total assets                 1,768,443,386    23,983,370    48,360,569   244,609,595  
                               ---------------  ------------  ------------  ------------ 
Liabilities
Notes payable                     (247,200,000)      -             -             -    
                               ---------------  ------------  ------------  ------------   

    Total liabilities             (247,200,000)      -             -             -    
                               ---------------  ------------  ------------  ------------ 

    Net assets available for   $ 1,521,243,386  $ 23,983,370  $ 48,360,569  $244,609,595  
      benefits                 ===============  ============  ============  ============
                                                                           
                                                  






PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                     Managed      Index   Participant  Earthgrains  
                                     balanced    balanced     loan     Company stock
                                       fund        fund       fund         fund                Total
                                                                       
Assets                    
Investments, at fair value
  Anheuser-Busch Companies, Inc.
     Common Stock*                                                                        1,764,699,829
  Interest bearing cash                                                              15       3,850,362
  U.S. government securities                                                                 28,844,849      
  Corporate debt instruments                                                                 38,796,768
  Insurance contracts                                                                                  
  Interest in common/collective                                                                        
    trusts                           21,318,878   10,798,861                                 32,117,739
  Loans to participant                                          83,211,937                   83,211,937
  Earthgrains Company Inc.                                                  
    common stock                                                             35,407,087      35,407,087
  Other investments*                    -          10,800,360     -             163,726     260,169,213 
                                  ------------    ----------   ----------   -----------   -------------
    Total investments                21,318,878    21,599,221   83,211,937   35,570,828   2,247,097,784
                                  -------------    ----------   ----------  -----------   -------------
    Total assets                     21,318,878    21,599,221   83,211,937   35,570,828   2,247,097,784
                                  -------------    ----------   ----------  -----------   -------------

Liabilities
Notes payable                           -               -          -             -         (247,200,000)
                                   ------------    ----------   ----------- -----------   ------------- 
    Total liabilities                   -               -          -              -        (247,200,000)
                                   ------------    ----------  -----------  -----------   -------------
  
    Net assets available for      $  21,318,878   $21,599,221 $ 83,211,937 $ 35,570,828  $ 1,999,897,784
      benefits                     ============   ===========  ===========  ===========   ==============
                                                                           








ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN          APPENDIX A
                                                                       Page 2 of 4
Statement of Net Assets Available for Benefits with Fund Information
March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -----------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                  Short-term  Medium-term
                                 Anheuser-Busch     fixed       fixed        Equity
                                 Companies, Inc.    income      income       index     
                                    stock fund       fund       fund          fund
                                                                  
Assets
Investments, at fair value:
  Anheuser-Busch Companies, Inc.
     Common Stock*               1,763,200,723                           
  Interest bearing cash              1,288,627                     350,368        
  U.S. government securities                        1,901,519    31,422,938
  Corporate debt instruments                       10,332,805    11,217,609 
  Insurance contracts                                              
  Interest in common/collective                                   1,151,751    
    trusts 
  Loans to participant                                                  
  Earthgrains Company Inc. 
    common stock 
  Other investments*                 -             3,334,261       608,287    86,880,218 
                               ---------------  -----------   ------------  ------------
    Total investments            1,764,489,350    15,568,585    44,750,953    86,880,218 
                               ---------------  ------------  ------------  ------------
    Total assets                 1,764,489,350    15,568,585    44,750,953    86,880,218  
                               ---------------  ------------  ------------  ------------ 
Liabilities
Notes payable                     (282,100,000)      -             -             -    
                               ---------------  ------------  ------------  ------------   

    Total liabilities             (282,100,000)      -             -             -    
                               ---------------  ------------  ------------  ------------ 

    Net assets available for   $ 1,482,389,350  $ 15,568,585  $ 44,750,953  $ 86,880,218  
      benefits                 ===============  ============  ============  ============
                                                                           
* Represents more than 5% of net assets available for benefits






PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                     Managed      Index   Participant  Earthgrains  
                                     balanced    balanced     loan     Company stock
                                       fund        fund       fund         fund                Total
                                                                       
Assets                    
Investments, at fair value
  Anheuser-Busch Companies, Inc.
     Common Stock*                                                                        1,763,200,723
  Interest bearing cash                                                                       1,638,995
  U.S. government securities                                                                 33,324,457      
  Corporate debt instruments                                                                 21,550,414
  Insurance contracts                10,806,861    3,809,698                                 14,616,559
  Interest in common/collective                                                                        
    trusts                                         3,946,838                                  5,098,589
  Loans to participant                                         76,179,822                    76,179,822
  Earthgrains Company Inc.                                                  
    common stock                                                            24,070,669       24,070,669
  Other investments*                    -               -         -             -            90,822,766 
                                  ------------    ----------   ----------   -----------   -------------
    Total investments                10,806,861     7,756,536   76,179,822   24,070,669   2,030,502,994
                                  -------------    ----------   ----------  -----------   -------------
    Total assets                     10,806,861     7,756,536   76,179,822   24,070,669   2,030,502,994
                                  -------------    ----------   ----------  -----------   -------------

Liabilities
Notes payable                           -               -          -             -         (282,100,000)
                                   ------------    ----------   ----------- -----------   ------------- 
    Total liabilities                   -               -          -              -        (282,100,000)
                                   ------------    ----------  -----------  -----------   -------------
  
    Net assets available for      $  10,806,861   $ 7,756,536 $ 76,179,822 $ 24,070,669  $ 1,748,402,994
      benefits                     ============   ===========  ===========  ===========   ==============
                                                                           

*  Represents more than 5% of net assets available for benefits






ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN        APPENDIX A
                                                                     Page 3 of 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information
For the Year Ended March 31, 1998
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -----------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                Short-term  Medium-term
                                 Anheuser-Busch    fixed       fixed      Equity
                                 Companies, Inc.   income      income     index     
                                    stock fund       fund       fund       fund
                                                               
Additions to net assets 
  attributed to:
    Contributions:            
         Participants            $   59,963,043 $ 1,211,998 $  2,770,456 $11,176,034
         Employer                    15,491,761         -            -           -  
                                 -------------- ----------- ------------ ----------- 
    Total contributions              75,454,804   1,211,998    2,770,456  11,176,034 
                                                                                           

Investment income:
     Interest                           885,882   1,004,353    2,840,890   2,800,378
     Dividends                       41,728,864                                        
     Net realized and unrealized 
     appreciation in fair value     
     of investments                 178,962,138      29,847    1,391,974  50,332,246   
                                 -------------- ----------- ------------ ----------- 
                                 
       Total additions              297,031,688   2,246,198    7,003,320  64,308,658      
                                 -------------- ----------- ------------ -----------


Deductions from net assets  
attributed to:
Distributions to participants       107,016,259   4,258,766    2,520,682   8,076,962     
Interest expense                     23,273,250                   
Administrative expenses                  15,815         -        (11,148)        -    
                                 -------------- ----------- ------------ -----------

     Total deductions               130,305,324   4,258,766    2,509,534   8,076,962
                                 -------------- ----------- ------------ -----------       
                                 
Net transfer in (out)              (127,872,328) 10,427,353     (884,170)101,497,681
                                 -------------- ----------- ------------ -----------

Net increase (decrease)              38,854,036   8,414,785    3,609,616 157,729,377      
                                                                                            
                                         
Net assets available for         
benefits:                        
 Beginning of year                1,482,389,350  15,568,585   44,750,953  86,880,218  
                                 -------------- ----------- ------------ -----------

 End of year                     $1,521,243,386 $23,983,370 $48,360,569  $244,609,595
                                 ============== =========== ============ ============







PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                     Managed      Index     Participant   Earthgrains  
                                     Balanced    balanced      loan      Company stock
                                       fund        fund        fund         fund           Total
                                                                       
Additions to net assets
  attributed to:
  Contributions:                                                                                          
  
    Participants                   $  1,497,754 $ 1,149,033 $    -       $     -     $   77,768,318
    Employer                                -           -        -             -         15,491,761
                                   ------------ ----------- ------------ ----------- --------------
      Total contributions             1,497,754   1,149,033      -             -         93,260,079
                                   ------------ ----------- ------------ ----------- --------------
Investment income:
     Interest                                       125,864    7,003,752         716     14,661,835
     Dividends                                                               151,586     41,880,450                           
            
     Net realized and unrealized 
     appreciation in fair value         
     of investments                   3,829,723   2,946,651      -        17,367,264    254,859,843
                                   ------------ ----------- ------------ ----------- --------------

       Total additions                5,327,477   4,221,548    7,003,752  17,519,566    404,662,207
                                   ------------ ----------- ------------ ----------- --------------

Deductions from net assets           
attributed to:
Distributions to participants         1,164,839     807,207    3,382,436   2,784,896    130,012,047
Interest expense                                                                         23,273,250         
Administrative expenses                     -           -            -           (15)         4,652
                                   ------------ ----------- ------------ ----------- --------------
       Total deductions               1,164,839     807,207    3,382,436   2,784,881    153,289,949
                                   ------------ ----------- ------------ ----------- --------------


Net transfer in (out)                 6,349,379  10,428,344    3,410,799  (3,234,526)       122,532
                                   ------------ ----------- ------------ ----------- --------------

Net increase (decrease)              10,512,017  13,842,685    7,032,115  11,500,159    251,494,790

Net assets available for              
benefits:                             
 Beginning of year                   10,806,861   7,756,536   76,179,822  24,070,669  1,748,402,994
                                   ------------ ----------- ------------ ----------- --------------                           
 
 End of year                       $ 21,318,878 $21,599,221 $ 83,211,937 $35,570,828 $1,999,897,784
                                   ============ =========== ============ =========== ==============

                                                                           





ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN        APPENDIX A
                                                                     Page 4 of 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information
For the Year Ended March 31, 1997
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
- -----------------------------------------------------------------------------------

PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                Short-term  Medium-term
                                 Anheuser-Busch    fixed       fixed      Equity
                                 Companies, Inc.   income      income     index     
                                    stock fund       fund       fund       fund
                                                               
Additions to net assets 
  attributed to:
    Contributions:           

         Participants            $   55,969,069 $   964,233 $  4,624,414 $ 7,565,400
         Employer                    16,302,090        -          -           -     
                                 -------------- ----------- ------------ ----------- 
         Total contributions         72,271,159     964,233    4,624,414   7,565,400 
       

Investment income:
     Interest                           807,239     787,221    2,950,138    2,113,688
     Dividends                       40,035,045                                        
     Net realized and unrealized 
     appreciation in fair value     
     of investments                 346,196,449     (91,609)    (996,720) 10,660,053   
                                 -------------- ----------- ------------ ------------
       Total additions              459,309,892   1,659,845    6,577,832  20,339,141      
                                 -------------- ----------- ------------ ------------

Deductions from net assets 
attributed to:
  Distributions to participants      89,417,709   2,217,757    2,752,761   3,232,210     
  Interest expense                   40,338,376                   
  Administrative expenses                14,892         -            -           -    
                                 -------------- ----------- ------------ -----------  
       Total deductions             129,770,977   2,217,757    2,752,761   3,232,210
                                 -------------- ----------- ------------ -----------

Net transfer in (out)                13,794,542   2,565,058   (7,994,169)  4,717,421
                                 -------------- ----------- ------------ -----------       
Net increase (decrease)             343,333,457   2,007,146   (4,169,098) 21,824,352      

Net assets available for          
benefits:                         
 Beginning of year                1,139,055,893  13,561,439   48,920,051  65,055,866       
                                 -------------- ----------- ------------ -----------       
                                         
 End of year                     $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218  
                                 ============== =========== ============ ===========
                                                  






PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH

                                                 
                                     Managed      Index     Participant   Earthgrains  
                                     Balanced    balanced      loan      Company stock
                                       fund        fund        fund         fund           Total
                                                                       
Additions to net assets
  attributed to:
  Contributions:                                                                                          
    Participants                   $  1,219,079 $   822,586 $    -       $     -     $   71,164,781
    Employer                                -           -        -             -         16,302,090
                                   ------------ ----------- ------------ ----------- --------------
       Total contributions            1,219,079     822,586      -             -         87,466,871
                                  
Investment income:
     Interest                                        93,741    5,492,638          76     12,244,741
     Dividends                                                                78,837     40,113,882
     Net realized and unrealized 
     appreciation in fair value         
     of investments                   1,019,321     607,152      -        11,048,054    368,442,700
                                   ------------ ----------- ------------ ----------- --------------

       Total additions                2,238,400   1,523,479    5,492,638  11,126,967    508,268,194
                                   ------------ ----------- ------------ ----------- --------------

Deductions from net assets
attributed to:
  Distributions to participants         830,141     209,474    2,492,965   1,745,926    102,898,943
  Interest expense                                                                       40,338,376         
  Administrative expenses                   -           -            -           -           14,892
                                   ------------ ----------- ------------ ----------- --------------
       Total deductions                 830,141     209,474    2,492,965   1,745,926    143,252,211
                                   ------------ ----------- ------------ ----------- --------------

Net transfer in (out)                   (32,850)    422,471    9,208,987 (11,161,736)    11,519,724
                                   ------------ ----------- ------------ ----------- --------------

Net increase (decrease)               1,375,409   1,736,476   12,208,660  (1,780,695)   376,535,707

Net assets available for              
benefits:           
 Beginning of year                    9,431,452   6,020,060   63,971,162  25,851,364  1,371,867,287
                                   ------------ ----------- ------------ ----------- --------------                           
 
 End of year                       $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994
                                   ============ =========== ============ =========== ==============